Unassociated Document


     

    Amended
and Restated Limited Liability

     

    Company
Agreement

     

    of

     

    DAL
Group, LLC


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  	 
      	 
      	 
      	
                          Page

                        
	 
      	 
      	 
      	 
      
	
                          1.

                        	
                          Organization
      of Company.

                        	
                          1

                        
	 
      	 
      	 
      
	 
      	
                          1.1

                        	
                          Formation

                        	
                          1

                        
	 
      	 
      	 
      	 
      
	 
      	
                          1.2

                        	
                          Office

                        	
                          1

                        
	 
      	 
      	 
      	 
      
	 
      	
                          1.3

                        	
                          Duration

                        	
                          1

                        
	 
      	 
      	 
      	 
      
	 
      	
                          1.4

                        	
                          Registered
      Office and Resident Agent

                        	
                          2

                        
	 
      	 
      	 
      	 
      
	
                          2.

                        	
                          Appendices.

                        	
                          2

                        
	 
      	 
      	 
      
	 
      	
                          2.1

                        	
                          Definitions

                        	
                          2

                        
	 
      	 
      	 
      	 
      
	 
      	
                          2.2

                        	
                          Tax
      Regulatory Provisions

                        	
                          2

                        
	 
      	 
      	 
      	 
      
	 
      	
                          2.3

                        	
                          Members,
      Capital Contributions, Membership Percentages

                        	
                          2

                        
	 
      	 
      	 
      	 
      
	
                          3.

                        	
                          Purposes.

                        	
                          2

                        
	 
      	 
      	 
      	 
      
	 
      	
                          3.1

                        	
                          Purposes

                        	
                          2

                        
	 
      	 
      	 
      	 
      
	
                          4.

                        	
                          Classes
      of Membership Interests; Capital Contributions; Options and
      Warrants

                        	
                          2

                        
	 
      	 
      	 
      
	 
      	
                          4.1

                        	
                          Classes
      of Membership Interests

                        	
                          2

                        
	 
      	 
      	 
      	 
      
	 
      	
                          4.2

                        	
                          Capital
      Contributions

                        	
                          5

                        
	 
      	 
      	 
      	 
      
	 
      	
                          4.3

                        	
                          Additional
      Capital Contributions.

                        	
                          5

                        
	 
      	 
      	 
      	 
      
	 
      	
                          4.4

                        	
                          Withdrawals

                        	
                          7

                        
	 
      	 
      	 
      	 
      
	 
      	
                          4.5

                        	
                          Loans

                        	
                          7

                        
	 
      	 
      	 
      	 
      
	 
      	
                          4.6

                        	
                          Exchange
      Rights of Holders of Common Units and Series A Preferred
      Units.

                        	
                          7

                        
	 
      	 
      	 
      	 
      
	 
      	
                          4.7

                        	
                          Conversion
      of Series A Preferred Units into Common Units.

                        	
                          9

                        
	 
      	 
      	 
      	 
      
	 
      	
                          4.8

                        	
                          Options
      and Warrants

                        	
                          10

                        
	 
      	 
      	 
      	 
      
	 
      	
                          4.9

                        	
                          Issuance
      of Employee Incentive Units

                        	
                          10

                        
	 
      	 
      	 
      	 
      
	 
      	
                          4.10

                        	
                          Issuance
      of Additional Common Units

                        	
                          10

                        
	 
      	 
      	 
      	 
      
	 
      	
                          4.11

                        	
                          Issuance
      of Certificates

                        	
                          10

                        
	 
      	 
      	 
      	 
      
	
                          5.

                        	
                          Capital
      Accounts; Profits and Losses; Distributions.

                        	
                          11

                        
	 
      	 
      	 
      
	 
      	
                          5.1

                        	
                          Capital
      Accounts

                        	
                          11

                        
	 
      	 
      	 
      	 
      
	 
      	
                          5.2

                        	
                          Allocations
      of Profits and Losses

                        	
                          11

                        
	 
      	 
      	 
      	 
      
	 
      	
                          5.3

                        	
                          Distributions.

                        	
                          12

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
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                    5.4

                  	
                    Tax
      Distributions

                  	
                    12

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.5

                  	
                    Tax
      Matters for Company Handled by Tax Matters Partner

                  	
                    13

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.6

                  	
                    Liability
      for Amounts Distributed

                  	
                    13

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.7

                  	
                    Withholding
      and Payments on Behalf of a Member

                  	
                    14

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.8

                  	
                    Payment
      of Operating Expenses

                  	
                    14

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.9

                  	
                    Consistent
      Reporting

                  	
                    14

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.10

                  	
                    Letter
      Agreements

                  	
                    14

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.11

                  	
                    Additional
      Tax Matters

                  	
                    15

                  
	 
      	 
      	 
      	 
      
	
                    6.

                  	
                    Management.

                  	
                    15

                  
	 
      	 
      	 
      
	 
      	
                    6.1

                  	
                    Board
      of Managers

                  	
                    15

                  
	 
      	 
      	 
      	 
      
	 
      	
                    6.2

                  	
                    Initial
      Period Board of Managers Provisions

                  	
                    16

                  
	 
      	 
      	 
      	 
      
	 
      	
                    6.3

                  	
                    Post-Initial
      Period Board of Managers Provisions

                  	
                    16

                  
	 
      	 
      	 
      	 
      
	 
      	
                    6.4

                  	
                    General
      Board of Manager Provisions.

                  	
                    17

                  
	 
      	 
      	 
      	 
      
	 
      	
                    6.5

                  	
                    Minority
      Interest Limitations on the Authority of the Board of
    Managers

                  	
                    18

                  
	 
      	 
      	 
      	 
      
	 
      	
                    6.6

                  	
                    Chardan
      Limitations on the Authority of the Board of Managers

                  	
                    19

                  
	 
      	 
      	 
      	 
      
	 
      	
                    6.7

                  	
                    Stern
      Participants Limitation on the Authority of the Board of
      Managers

                  	
                    21

                  
	 
      	 
      	 
      	 
      
	 
      	
                    6.8

                  	
                    FlatWorld
      Limitation on the Authority of the Board of Managers

                  	
                    21

                  
	 
      	 
      	 
      	 
      
	 
      	
                    6.9

                  	
                    Other
      Duties.

                  	
                    22

                  
	 
      	 
      	 
      	 
      
	 
      	
                    6.10

                  	
                    Officers

                  	
                    23

                  
	 
      	 
      	 
      	 
      
	
                    7.

                  	
                    Members.

                  	
                    25

                  
	 
      	 
      	 
      
	 
      	
                    7.1

                  	
                    Rights
      of the Members

                  	
                    25

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.2

                  	
                    Voting
      Rights.

                  	
                    25

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.3

                  	
                    Consent

                  	
                    25

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.4

                  	
                    Notice
      of Meetings

                  	
                    25

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.5

                  	
                    Waiver
      of Notice

                  	
                    26

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.6

                  	
                    Record
      Dates.

                  	
                    26

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.7

                  	
                    List
      of Members

                  	
                    27

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.8

                  	
                    No
      Cessation of Membership Upon Bankruptcy

                  	
                    27

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.9

                  	
                    Quorum

                  	
                    27

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.10

                  	
                    Proxies

                  	
                    27

                  


          

        

      

    

     

    
      
         


      

      
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                    7.11

                  	
                    Additional
      Members

                  	
                    28

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.12

                  	
                    Related-Party
      Transactions

                  	
                    28

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.13

                  	
                    Other
      Interests of Members

                  	
                    28

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.14

                  	
                    Inspection
      Rights

                  	
                    29

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.15

                  	
                    Consent
      Rights of Holders of Series A Preferred Units

                  	
                    29

                  
	 
      	 
      	 
      	 
      
	
                    8.

                  	
                    Transfer
      of Units

                  	
                    29

                  
	 
      	 
      	 
      
	 
      	
                    8.1

                  	
                    Transfer
      of Units.

                  	
                    29

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.2

                  	
                    Rights
      of Assignees

                  	
                    29

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.3

                  	
                    Actions
      Following Transfers

                  	
                    30

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.4

                  	
                    Effect
      on Distributions

                  	
                    30

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.5

                  	
                    Unauthorized
      Transfers

                  	
                    30

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.6

                  	
                    Pledge
      of Units

                  	
                    30

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.7

                  	
                    Restrictions
      on Transfer

                  	
                    31

                  
	 
      	 
      	 
      	 
      
	
                    9.

                  	
                    Chardan
      Covenants

                  	
                    31

                  
	 
      	 
      	 
      
	 
      	
                    9.1

                  	
                    Limitations
      on Chardan

                  	
                    31

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.2

                  	
                    Chardan
      Covenants

                  	
                    32

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.3

                  	
                    Devotion
      of Time; Company Opportunities

                  	
                    33

                  
	 
      	 
      	 
      	 
      
	
                    10.

                  	
                    Dissolution
      And Winding Up.

                  	
                    34

                  
	 
      	 
      	 
      
	 
      	
                    10.1

                  	
                    Dissolution

                  	
                    34

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.2

                  	
                    Winding
      Up.

                  	
                    34

                  
	 
      	 
      	 
      	 
      
	
                    11.

                  	
                    Exculpation
      and Indemnification; Other Matters

                  	
                    35

                  
	 
      	 
      	 
      
	 
      	
                    11.1

                  	
                    Performance
      of Duties; Liability of Members

                  	
                    35

                  
	 
      	 
      	 
      	 
      
	 
      	
                    11.2

                  	
                    Exculpation
      and Indemnification

                  	
                    35

                  
	 
      	 
      	 
      	 
      
	 
      	
                    11.3

                  	
                    Notice;
      Procedures

                  	
                    36

                  
	 
      	 
      	 
      	 
      
	 
      	
                    11.4

                  	
                    Insurance

                  	
                    37

                  
	 
      	 
      	 
      	 
      
	
                    12.

                  	
                    Miscellaneous
      Provisions.

                  	
                    37

                  
	 
      	 
      	 
      
	 
      	
                    12.1

                  	
                    Amendments

                  	
                    37

                  
	 
      	 
      	 
      	 
      
	 
      	
                    12.2

                  	
                    Investment
      Representation

                  	
                    38

                  
	 
      	 
      	 
      	 
      
	 
      	
                    12.3

                  	
                    Entire
      Agreement

                  	
                    38

                  
	 
      	 
      	 
      	 
      
	 
      	
                    12.4

                  	
                    Jurisdiction

                  	
                    38

                  


          

        

      

    

     

    
      
         


      

      
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                              12.5

                            	
                              Partition

                            	
                              39

                            
	 
      	 
      	 
      	 
      
	 
      	
                              12.6

                            	
                              Notices

                            	
                              39

                            
	 
      	 
      	 
      	 
      
	 
      	
                              12.7

                            	
                              Valuation
      Disputes

                            	
                              39

                            
	 
      	 
      	 
      	 
      
	 
      	
                              12.8

                            	
                              Further
      Execution

                            	
                              40

                            
	 
      	 
      	 
      	 
      
	 
      	
                              12.9

                            	
                              Binding
      Effect

                            	
                              40

                            
	 
      	 
      	 
      	 
      
	 
      	
                              12.10

                            	
                              Counterparts

                            	
                              40

                            
	 
      	 
      	 
      	 
      
	 
      	
                              12.11

                            	
                              Interpretation
      and Construction.

                            	
                              40

                            
	 
      	 
      	 
      	 
      
	
                              APPENDIX
      A

                            	
                              A-1

                            
	
                              APPENDIX
      B

                            	
                              B-1

                            
	
                              APPENDIX
      C

                            	
                              C-1

                            
	
                              APPENDIX
      D

                            	
                              D-1

                            
	
                              APPENDIX
      E

                            	
                              E-1

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

    OF

    DAL
GROUP, LLC

     

    THIS
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DAL GROUP, LLC, a
Delaware limited liability company (the “Company”), is made
and entered into on _________ ___, 2009, by and among the Company, Chardan 2008
China Acquisition Corp. (“Chardan”),
Professional Title and Abstract Company of Florida, Inc. (“PTA”), FlatWorld DAL
LLC, a Delaware limited liability  company (“FlatWorld”) and Fortuna
Capital Partners LP, a Delaware limited partnership (“Fortuna”) and each other
person who is or becomes a Member in accordance with the terms of this
Agreement.

     

    Recitals

     

    A.   The
Company was organized by filing a certificate of formation with the Secretary of
State of the State of Delaware on March 20, 2007 and amended on May 13, 2009 and
November 6, 2009.  On November 6, 2009, the Company changed its name
from DJSP Acquisition LLC to DAL Group, LLC.  A limited liability
company agreement was adopted by the Company on March 20, 2007 (the “Original Operating
Agreement”) and amended and restated on May 1, 2009.

     

    B.    On
the date hereof, Chardan, the Stern Participants, FlatWorld and Fortuna entered
into that certain Contribution and Membership Interest Purchase Agreement and in
accordance with the terms and conditions of that agreement the parties desire to
adopt this Agreement.

     

    C.    Immediately
following the Closing, Fortuna assigned its interest in the Company to
FlatWorld.


     

    1.  Organization
of Company.

     

    1.1           Formation.  The
Company was formed on March 20, 2007 as a Delaware limited liability company
under the provisions of the Act, the Certificate and the Original Operating
Agreement.

     

    1.2           Office.  The
Company’s office shall be located at 900 S. Pine Island Road, Suite 400,
Plantation, Florida 33324, or such other place as the Board of Managers may
determine from time to time.

     

    1.3           Duration.  The
Company shall continue in existence until the Company shall be dissolved and its
affairs wound up in accordance with this Agreement.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    1.4           Registered Office and
Resident Agent.  The registered office and resident agent shall
be as designated in the Company’s Certificate and any amendments to
them.  The registered office and resident agent may be changed from
time to time.  Any such change shall be in accordance with the
Act.  If the resident agent resigns, the Board of Managers promptly
shall appoint a successor.1

     

    2.  Appendices.

     

    2.1           Definitions.  Capitalized
terms used in this Agreement and defined in this Agreement shall have the
meaning given to such terms where so defined.  Certain definitions of
general application are in Appendix A which is
attached to and is part of this Agreement.

     

    2.2           Tax Regulatory
Provisions.  Certain provisions relating to compliance with the
Code and Treasury Regulations and related definitions are in Appendix B which is
attached to and is part of this Agreement.

     

    2.3           Members, Capital
Contributions, Membership Percentages.  The names and address,
Membership Percentages and Capital Contributions of all Members are set forth in
Appendix C
which is attached to and is part of this Agreement.

     

    3.  Purposes.

     

    3.1           Purposes.  The
Company may engage in any lawful business permitted by the Act or the laws of
any jurisdiction in which the Company may do business.  The Company
shall have the authority to do all things necessary or convenient to the
accomplishment of its purposes and to operate its business, including all powers
granted by the Act.

     

    4.  Classes
of Membership
Interests;
Capital
Contributions;
Options
and

    Warrants

     

    4.1           Classes of Membership
Interests.  The Membership Interests and the Units evidenced
thereby shall constitute “securities” within the meaning of, and shall be
governed by, Article 8 of the Uniform Commercial Code (including Section
8-102(a)(15) thereof) as in effect from time to in the State of Delaware. The
Common Units set forth on Appendix A shall be
issued to the Members on the Effective Date, 11,166,666 Common Units shall be
reserved for issuance upon exercise of Options, 1,666,667 Common Units shall be
reserved for issuance upon conversion of Series A Preferred Units, 3,900,000
Common Units shall be reserved for issuance upon conversion of the Series B
Preferred Units, 275,000 Common Units shall be reserved for issuance upon
exercise of Underwriter Options (including the warrants underlying units
acquired upon such exercise), 233,000 Common Units shall be reserved for
issuance to Chardan upon the issuance of the Chardan Ordinary Shares pursuant to
the terms of the Warrant Sale Agreement and 1,570,000 Common Units shall be
reserved for Employee Incentive Units.  The Series B Preferred Units
are separated into five sub-classes referred to as Series B-1 Preferred, Series
B-2 Preferred, Series B-3 Preferred, Series B-4 Preferred and Series B-5
Preferred.  Each Member is deemed to hold Membership Interests as
specified on Appendix
C.  The Company shall not issue any Units or other Equity
Securities or securities convertible or exchangeable for Equity Securities
unless such Units or securities are convertible into Common Units.

     

    
      
        


    

    
      1         
    Registered agent to be changed after
closing.

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (a)          Common
Units.  The Holders of Common Units are entitled to participate
in distributions as provided in Section 5 and to such other voting, distribution
and participation rights set forth in this Agreement.

     

    (b)          Series A Preferred
Units.  The Holders of Series A Preferred Units are (i)
entitled to participate in distributions as provided in Section 5 and to such
other voting, distribution and participation rights set forth in this Agreement,
(ii) subject to repurchase and exchange only in accordance with Section 4.6 of
this Agreement, and (iii) convertible into Common Units at the option of the
Holder in accordance with Section 4.7. Without the consent of  Members
holding a majority of the outstanding Series A Preferred Units, the Company
shall not issue any Series A Preferred Unit other than those specified in this
Section 4.1 and shall not undertake any Company Membership Interest Division of
the Series A Preferred Units.

     

    (c)          Series B Preferred
Units.

     

    (1)          The
Holders of Series B Preferred Units have no rights or preferences except the
right to convert such interests into Common Units.  A particular
Series B Preferred Unit may not be converted unless and until (A) the Market
Price specified for such subclass of Series B Preferred Units set forth below is
achieved, or (B) a Change of Control occurs, in each case before the fifth
anniversary of the Effective Date.

     

    (2)          If
a Change of Control occurs, and the price paid or received for the Chardan
Ordinary Shares or the Common Units in such transaction, or the price paid for
the assets of Chardan or the Company, divided by the number of shares of
outstanding Chardan Ordinary Shares, is more than the applicable Series B
Threshold of any subclass of Series B Preferred Units (the “Transaction
Threshold”), then such subclass(es) of Series B Preferred Units shall
automatically convert to Common Units as of the closing of such transaction and
each Holder of such subclass(es) of Series B Preferred Units shall receive the
Unit Amount in exchange for the number of its Series B Preferred Units in such
subclass(es).  If the Transaction Threshold is not achieved for any
subclass of Series B Preferred Units in such Change of Control, such
subclass(es) of Series B Preferred Units shall be cancelled as of the closing of
such transaction to the extent the Chardan Ordinary Shares (or any security for
which it is exchanged in the transaction) is no longer publicly traded following
such transaction.  If the consideration received in the Change of
Control includes consideration other than cash or indebtedness, then, except as
herein otherwise expressly provided, the amount of such consideration shall be
deemed to be the Value of such consideration at the time of such
transaction.  If any security for which the Chardan Ordinary Shares is
exchanged, in the Change of Control, is publicly traded following such
transaction, then the B1, B2, B3, B4 and B5 Thresholds shall be reset to an
amount determined by subtracting any cash, indebtedness or the Value of any
non-publicly traded security received in the Change of Control transaction for a
share of Chardan Ordinary Shares from the then current threshold and multiplying
that amount by a fraction the numerator of which is 1 and the denominator of
which is the number of units of such security into which a share of Chardan
Ordinary Shares is exchanged for the Change of Control
transaction.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    (3)          A
particular subclass of Series B Preferred Units shall automatically convert into
Common Units as specified below:

     

    (A)         The
Series B-1 Preferred Units (the “B1 Units”) will
convert automatically into Common Units, and the Holder of the B1 Units shall
receive the Unit Amount in exchange for the number B1 Interests held by such
Holder, if and when the Market Price of the Chardan Ordinary Shares is $10.00
(the “B1
Threshold”) or higher on any 10 out of 30 consecutive trading days
between the Effective Date and the fifth anniversary of the Effective
Date.

     

    (B)          The
Series B-2 Preferred Units (the “B2 Units”) will
convert automatically into Common Units, and the Holder of the B2 Units shall
receive the Unit Amount in exchange for the number of B2 Units held by such
Holder, if and when the Market Price of the Chardan Ordinary Shares is $12.50
(the “B2
Threshold”) or higher on any 10 out of 30 consecutive trading days
between the Effective Date and the fifth anniversary of the Effective
Date.

     

    (C)          The
Series B-3 Preferred Units (the “B3 Units”) will
convert automatically into Common Units, and the Holder of the B3 Units shall
receive the Unit Amount in exchange for the number of B3 Units held by such
Holder, if and when the Market Price of the Chardan Ordinary Shares is $15.00
(the “B3
Threshold”) or higher on any 10 out of 30 consecutive trading days
between the Effective Date and the fifth anniversary of the Effective
Date.

     

    (D)          The
Series B-4 Preferred Units (the “B4 Units”) will
convert automatically into Common Units, and the Holder of the B4 Units shall
receive the Unit Amount in exchange for the number of B4 Units held by such
Holder, if and when the Market Price of the Chardan Ordinary Shares is $17.50
(the “B4
Threshold”) or higher on any 10 out of 30 consecutive trading days
between the Effective Date and the fifth anniversary of the Effective
Date.

     

    (E)          The
Series B-5 Preferred Units (the “B5 Units”) will
convert automatically into Common Units, and the Holder of the B5 Units shall
receive the Unit Amount in exchange for the number of B5 Units held by such
Holder, if and when the Market Price of the Chardan Ordinary Shares is $20.00
(the “B5
Threshold”) or higher on any 10 out of 30 consecutive trading days
between the Effective Date and the fifth anniversary of the Effective
Date.


    
      
         


      

      
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    (4)          With
respect to Series B Preferred Units, the Company will at all times through the
fifth anniversary of the Effective Date, reserve and keep available, solely for
the issuance and delivery upon the conversion of Series B Preferred Units as
provided herein, that number of Common Units as from time to time shall be
issuable upon the conversion of the relevant subclass of all outstanding Series
B Preferred Units.

     

    (5)          If
any Series B Preferred Unit has not been converted into a Common Unit by the
fifth anniversary of the Effective Date, or immediately prior to the dissolution
of the Company if earlier, such Series B Preferred Unit will no longer be
convertible under any circumstances, the portion of the Capital Accounts
attributable to such Series B Preferred Unit shall be eliminated and the Company
shall have the right to redeem the unconverted Series B Preferred Units by
paying the Holder of such interests the price of $.001 per unconverted Series B
Preferred Unit.  Appendix C shall be
adjusted from time to time by the Board of Managers to reflect the fact that any
Series B Preferred Unit is no longer convertible into Common Units and the
redemption of any Series B Preferred Units.

     

    (6)          Without
the consent of Members holding a majority of the outstanding Series B Preferred
Units, the Company shall not issue any Series B Preferred Units other than those
specified in Section 4.1 and shall not undertake any Company Membership Interest
Division of the Series B Preferred Units.

     

    4.2          Capital
Contributions.  Each Member named on Appendix C shall, at
the time of the execution of this Agreement, have a beginning Capital Account in
the amount as set forth on Appendix C, with
respect to the Units set forth next to such Member’s name.  No
interest shall accrue on any Capital Contribution made to the Company unless
otherwise provided in this Agreement.  Appendix C shall be
adjusted from time to time by the Board of Managers to the extent necessary to
reflect accurately redemptions, exchanges, Conversions, Capital Contributions,
the issuance of additional Common Units or similar events having an effect on a
Member’s Membership Percentage.

     

    4.3          Additional Capital
Contributions.  

     

    (a)           No
Obligation.  Except as set forth in Section 4.3(b), no Member
shall be required to make any additional capital contributions unless the
Members unanimously approve such additional capital
contributions.  From time to time, with the approval of the Board of
Managers, one or more of the Members, other than Chardan, may contribute
additional cash or other assets to the Company (each such contribution an “Additional Capital
Contribution”).  If this happens, the Board of Managers shall
determine the fair market value of the assets (net of liabilities) of both the
Company (before the contribution) and the property contributed.  The
unrealized appreciation or depreciation in the value of the assets before the
new contribution shall be allocated among the Capital Accounts of the Members in
the manner described in Section 5.2 and Appendix B as if the
assets of the Company were sold immediately prior to such
contribution.  The fair market value of the new contribution (net of
liabilities assumed or taken subject to in connection therewith) shall be
allocated to the Capital Account of the contributing Member.  The
Membership Percentages shall then be revised such that each Member shall have a
Membership Percentage equal to the balance of his adjusted Capital Account as a
percentage of the total balances of all adjusted Capital Accounts in accordance
with the foregoing.  The number of Common Units to be issued to the
contributing Member shall be equal to the number required for the contributing
Member to have the Membership Percentage relating to his contribution in
accordance with the foregoing.

     

    
      
        
        

      

      
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    (b)          Contributions by
Chardan.

     

    (1)           Except
with respect to Chardan Warrants outstanding at the Effective Date and the
Underwriter Options, Chardan shall contribute to the Company the net proceeds
(including, cash, securities, assets or other property) received from (A) any
private placement, public offering or other sale or disposition after the
Effective Date of Chardan Ordinary Shares, or securities convertible into or
exchangeable or exercisable for Chardan Ordinary Shares (a “Chardan Convertible
Security”), or the exercise, conversion or exchange of a Chardan
Convertible Security, including Chardan Ordinary Shares or Chardan Convertible
Securities issued by the Company in a merger or other business combination, or
(B) the sale of property, incurrence of indebtedness, recapitalization or
refinancing, or from any other capital raising transaction not covered by (A)
(each transaction described in clause (A) or (B) above, a “Chardan Capital
Transaction”) as an Additional Capital Contribution, provided that if the
Chardan Capital Transaction is the issuance of indebtedness, such indebtedness
shall not be contributed as capital but instead shall be loaned to the Company
on the same terms as contained in the indebtedness issued by
Chardan.

     

    (2)           Not
later than three (3) Business Days following the consummation of any Chardan
Capital Transaction, Chardan shall transfer the net proceeds therefrom to the
Company.  Following receipt by the Company of the net proceeds or
assets or other value received from a Chardan Capital Transaction, the Board of
Managers shall promptly cause the Company, with respect to a Chardan Capital
Transaction covered by clause (B) of the definition thereof, to adjust Chardan’s
Capital Account in accordance with Section 4.3(a), and with respect to a Chardan
Capital Transaction covered by clause (A) of the definition thereof, to issue to
Chardan a number of additional Common Units equal to the number of shares of
Chardan Ordinary Shares actually issued in the Chardan Capital Transaction
covered by clause (A) of the definition thereof, provided, that, if Chardan has
issued a Chardan Convertible Security in the Chardan Capital Transaction, the
Company shall instead provide Chardan with the contingent right to be issued a
number of additional Common Units only upon the exercise or conversion of such
Chardan Convertible Security and contribution to the Company of the net proceeds
received therefrom, the amount of such Common Units so issuable equal to the
number of shares of Chardan Ordinary Shares actually issued upon such exercise
or conversion, provided, that for purposes of calculating the number of
additional Common Units issuable to Chardan pursuant to this Section 4.3(b), any
Chardan Ordinary Share Divisions that may have occurred after the Effective Date
shall be disregarded.  For example, if there occurs a 2-for-1 share
split of Chardan Ordinary Shares after the Effective Date and Chardan thereafter
issues 100 new shares in a Chardan Capital Transaction, the Company would only
issue 50 Common Units in connection with the contribution of net proceeds from
that Chardan Capital Transaction.


    
      
         


      

      
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    4.4           Withdrawals.  The
Members shall not be entitled to be repaid any portion of their Capital
Contribution or Capital Account or withdraw from the Company except as provided
in this Agreement.  A Member who withdraws in violation of this
Agreement shall not be entitled to receive the fair value of his interest as a
result of the withdrawal but shall only be entitled to distributions he
otherwise would have received as a Member as if such withdrawal had not
occurred.

     

    4.5           Loans.  The
Company may borrow money for Company purposes from any source, including any
Member, as determined by the Board of Managers, provided that such loan is not
prohibited by any applicable law or regulation and is approved by the Minority
Interest.  Any money borrowed from a Member shall not constitute a
Capital Contribution to the Company, but shall constitute debt of the
Company.  Any loan from a Member to the Company shall bear interest at
a rate per annum equal to the rate charged by the Company’s principal lender
unless otherwise approved by the Board of Managers and the Minority
Interest.

     

    4.6           Exchange Rights of Holders
of Common Units and Series A Preferred Units.  

     

    (a)           At
any time after the first anniversary of the Effective Date (the “Restriction
Expiration Date”), Holders of Common Units and Series A Preferred Units shall
have the right (subject to the terms and conditions set forth herein) to require
Chardan to exchange all or a portion of the Common Units and Series A Preferred
Units held by a Tendering Party (as defined below) (such Common Units or Series
A Preferred Units being hereafter “Tendered Units”) in
exchange (an “Exchange”) for the
number of shares of Chardan Ordinary Shares or Chardan Series A Preferred Shares
calculated as determined below.


    
      
         


      

      
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    (b)           Any
Exchange shall be exercised pursuant to a notice given to the Company and
Chardan by a Holder of Common Units or Series A Preferred Units (the “Tendering Party”)
that such Tendering Party elects to exercise its right (subject to the terms and
conditions set forth herein) to require Chardan to exchange the number of Common
Units or Series A Preferred Units held by the Tendering Party as specified in
such notice (a “Notice
of Exchange”).  On the Specified Exchange Date, the Tendering
Party shall transfer to Chardan such number of Tendered Units specified in the
Notice of Exchange and shall receive in exchange certificates for the related
Chardan Ordinary Share Amount.  Chardan unconditionally agrees to
deliver to the Tendering Party the Chardan Ordinary Share Amount, issued in the
name of the Tendering Party, on the Specified Exchange Date as duly authorized,
validly issued, fully paid and non-assessable shares of Chardan Ordinary Shares
or Chardan Series A Preferred Shares and, if applicable, Rights, free of any
pledge, lien, encumbrance or restriction, other than restrictions provided in
the Chardan Articles, the Securities Act and relevant state securities or “blue
sky” laws.  The shares of Chardan Ordinary Shares or Chardan Series A
Preferred Shares issued pursuant to this Section 4.6 will be “Registrable
Securities” as defined in the Registration Rights
Agreement.  Chardan will at all times reserve and keep available,
solely for the issuance and delivery upon the exchange of Common Units and
Series A Preferred Units as provided herein, that number of shares of Chardan
Ordinary Shares, Chardan Series A Preferred Shares and such other stock,
securities or property, as from time to time shall be issuable upon the exchange
of all outstanding Common Units and Series A Preferred Units.  If any
unreasonable delay arises in such delivery, Chardan will use its reasonable
efforts to provide the Tendering Party with all indicia of ownership of such
Chardan Ordinary Shares or Chardan Series A Preferred Shares, including, rights
to vote or consent, receive dividends, and exercise rights, as of the Specified
Exchange Date, provided, however, no Tendering Party shall be entitled to
receive such dividends on the Chardan Ordinary Shares or Chardan Series A
Preferred Shares received in the Exchange if such Tendering Party received a
distribution on such Tendering Units which are made in connection with such
dividends.  Chardan Ordinary Shares or Chardan Series A Preferred
Shares issued upon an acquisition of the Tendered Units by Chardan pursuant to
this Section 4.6 may contain such legends regarding restrictions under the
Securities Act and applicable state securities laws as Chardan in good faith
determines to be necessary or advisable in order to ensure compliance with such
laws.

     

    (c)           Notwithstanding
the foregoing, at the request of Chardan and approved unanimously by the members
of the Board of Directors of Chardan (the “Board”) nominated by
the Principals (as defined in the Voting Agreement), if any are then entitled to
serve on the Board, and, Kerry Propper, so long as he owns any of Chardan’s
outstanding voting shares and with the consent of the Minority Interest (which
may be withheld in their sole discretion), Chardan may deliver to the Tendering
Party an amount equal to the Cash Amount in lieu of the Chardan Ordinary Share
Amount payable on the Specified Exchange Date.  Any request made by
Chardan pursuant to this Section 4.6(c) shall be made prior to the Specified
Exchange Date.  In the event of an Exchange, the Cash Amount shall be
delivered by wire transfer, certified check or as otherwise instructed by the
Tendering Party.

     

    (d)           Except
as provided in Section 5.4, a Tendering Party shall have no right to receive
distributions with respect to any Tendered Units (other than the Cash Amount)
paid after the Exchange.

     

    (e)           Notwithstanding
anything herein to the contrary, with respect to any Exchange pursuant to this
Section 4.6:

     

    (1)           No
Tendering Party may effect an Exchange for less than five hundred (500) Common
Units or Series A Preferred Units or, if such Tendering Party holds less than
five hundred (500) Common Units or Series A Preferred Units, all of the Common
Units or Series A Preferred Units held by such Tendering Party.


    
      
         


      

      
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    (2)           The
consummation of such Exchange shall be subject to the expiration or termination
of the applicable waiting period, if any, under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.

     

    (3)           The
Tendering Party shall continue to own (subject, in the case of an Assignee, to
the provisions of Section 8.2 hereof) all Common Units or Series A Preferred
Units subject to any Exchange, and be treated as a Member, with respect to such
Common Units or Series A Preferred Units for all purposes of this Agreement,
until such Common Units or Series A Preferred Units are paid for by the Company
pursuant to this Section 4.6.

     

    (f)           Other
Redemptions.  Except with respect to the Common Units and
Series A Preferred Units as provided in this Section 4.6 and the Series B
Preferred Units as provided in Section 4.1(c), without the prior written
approval of the Minority Interest and a majority of the members of the Board not
nominated by the Stern Participants or FlatWorld, the Company will not acquire,
by purchase, redemption or otherwise, any Units of any class or type of any
Member or Holder without offering to purchase, on the same terms and conditions,
a proportionate share of the Membership Units of such class or type of all other
applicable Members or Holders.  Except as provided in Section 4.6, any
Membership Units so acquired by the Company will be deemed
canceled.

     

    4.7           Conversion of Series A
Preferred Units into Common Units.  

     

    (a)           At
any time after the Effective Date, Holders of Series A Preferred Units shall
have the right (subject to the terms and conditions set forth herein) to convert
all or a portion of their Series A Preferred Units into the number of Common
Units calculated as determined below (each a “Conversion”).  Upon
dissolution of the Company, in the event the Conversion of the Series A
Preferred Units would result in a Holder of the Series A Preferred Units
receiving pursuant to Section 5.3(b) an amount greater than the Series A
Preferred Unreturned Capital Amount, such Series A Preferred Units shall be
deemed to be converted into Common Units.

     

    (b)           Any
Conversion shall be exercised pursuant to a notice given by a Holder of a Series
A Preferred Unit (a “Converting Party”) to
the Company that such Converting Party elects to exercise its rights to require
the Company to convert the number of Series A Preferred Units held by the
Converting Party as specified in such notice into Common Units (the “Notice of
Conversion”).  On the Specified Conversion Date, the Converting
Party shall transfer to the Company such number of Series A Preferred Units as
indicated in the Notice of Conversion.  The Company unconditionally
agrees to deliver to the Converting Party a number Common Units equal to the
Unit Amount.  The Common Units shall be issued in the name of the
Converting Party on the Specified Conversion Date as duly authorized and validly
issued Common Units, free of any pledge, lien, encumbrance or restriction, other
than restrictions provided in this Agreement and relevant securities
laws.  The Company will at all times, with respect to the Series A
Preferred Units, reserve and keep available, solely for the issuance and
delivery upon the conversion of Series A Preferred Units as provided herein,
that number of Common Units, as from time to time shall be issuable upon the
conversion of all outstanding Series A Preferred Units.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    4.8           Options and
Warrants.  The Company has issued to Chardan warrants (the
“DAL Warrants”)
to purchase up to a maximum of 11,441,666 Common Units, in the form attached
hereto in Appendices
E.  Chardan shall exercise a DAL Warrant upon the exercise of a
corresponding Chardan Warrant or Underwriter Option, using the same type of
consideration as used to exercise the Chardan Warrant or Underwriter Option
(i.e. cash or cashless exercise).

     

    4.9           Issuance of Employee
Incentive Units.  The Company shall issue to Chardan that
number of Common Units equal to the number of shares of Chardan Ordinary Shares
issued by Chardan pursuant to equity incentive plans for the benefit of Chardan
directors, employees or consultants, up to a maximum of 1,570,000 Common Units
in exchange for the consideration received by Chardan upon the issuance of the
Chardan Ordinary Shares (the “Employee Incentive
Units”).

     

    4.10         Issuance of Additional
Common Units.  As consideration for Chardan’s initial capital
contribution to the Company, the Company shall issue to Chardan that number of
Common Units equal to the number of shares of Chardan Ordinary Shares issued by
Chardan pursuant to the terms of the Warrant Sale Agreement, up to a maximum of
233,000 Common Units, at the same time as Chardan issues such Chardan Ordinary
Shares.

     

    4.11         Issuance of
Certificates.  Units shall be evidenced and represented by a
Certificate of Membership in a form approved by the Board of
Managers.  Any certificate evidencing Units will bear the following
legend reflecting the restriction on the transfer of Membership Interests
contained in this Agreement:

     

    “THE
[COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED
BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING
RESTRICTIONS ON TRANSFER, CONTAINED IN THE AMENDED AND RESTATED LIMITED
LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF _________, 2009, AS THE
SAME MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICE OF THE
COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH UNIT OR UNITS
UPON WRITTEN REQUEST TO THE COMPANY.  NO TRANSFER OF THE UNIT OR UNITS
EVIDENCED BY THIS CERTIFICATE WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND
CONDITIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE
BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST THE COMPANY TO RECORD THE
TRANSFER OF ANY UNITS IF SUCH TRANSFER IS IN VIOLATION OF SUCH AMENDED AND
RESTATED LIMITED LIABILITY COMPANY AGREEMENT.”


    
      
         


      

      
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    Certificates
representing Units shall also bear any other legend required at any time under
the Securities Act or other applicable law, including the following
legend:

     

    “THE
[COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED NOR UNDER THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY THE
“SECURITIES ACT”). OTHER THAN WITH RESPECT TO TRANSFERS SPECIFICALLY EXEMPTED
FROM AN OPINION OF COUNSEL PURSUANT TO SECTION 8.7 OF THE AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF _________, 2009,
AS THE SAME MAY BE AMENDED, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE
SECURITIES ACT, OR DELIVERY OF AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT REGISTRATION UNDER THE
SECURITIES ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE, OFFER FOR SALE,
TRANSFER, PLEDGE OR OTHER HYPOTHECATION OF SUCH SECURITIES. 

     

      The
Company may make a notation in its records or give instructions to any transfer
agents or registrars for the Units in order to implement the restrictions on
Transfer set forth in this Agreement.

     

    5.  Capital
Accounts;
Profits
and Losses;
Distributions.

     

    5.1           Capital
Accounts.  A Capital Account shall be maintained for each
Member, in accordance with Section 102 of Appendix
B.

     

    5.2           Allocations of Profits and
Losses.  Except as otherwise provided in this Agreement,
Profits and Losses of the Company (and items of gross income and gross deduction
to the extent necessary) shall be allocated among the Members in a manner such
that the Capital Account of each Member, immediately after making such
allocation and any special allocations under Appendix B (including
as a result of a hypothetical sale), but before any distribution to the Members
for such Fiscal Year under Section 10.2(a) is, nearly as possible, equal to (i)
the distributions that would be made to such Member pursuant to Section 5.3(b)
hereof if the Company were dissolved, its affairs wound up and its assets sold
for cash equal to their Book Value, all Company liabilities are satisfied
(limited in the case of each nonrecourse liability (as defined in Treasury
Regulation Section 1.704-2(b)(4)) to the Book Value of the Company assets
securing such liability) and the net assets of Company were distributed in
accordance with Section 5.3(b) to the Members immediately after making such
allocations.


    
      
         


      

      
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    5.3           Distributions.

     

    (a)           Except
as provided in Section 5.4, prior to the dissolution of the Company, the Company
shall distribute from time to time, as determined by the Board of Managers,
Distributable Cash, to the Holders of the Common Units and Series A Preferred
Units pro rata in accordance with their Membership Percentages.

     

    (b)           Solely
for purposes of determining allocations under Section 5.2, it shall be assumed
that following the dissolution of the Company, distributions to Members shall be
made in the following order of priority:

     

    (1)           First,
to the Holders of Series A Preferred Units in proportion to each such Holder’s
Series A Preferred Unreturned Capital Amount until each such Holder’s Series A
Preferred Unreturned Capital Amount is reduced to zero; and

     

    (2)           Then,
to the Holders of Common Units (including Series A Preferred Units to the extent
such Series A Preferred Units would be deemed to be converted pursuant to
Section 4.7) pro rata in accordance with their Membership
Percentages.

     

    5.4           Tax
Distributions.  The Company shall make quarterly distributions,
on or before March 8, June 8, September 8, and December 8 of each Fiscal Year,
of Distributable Cash in an amount equal to the estimated tax payments due by
the Members on the fifteenth of each such month based on the estimated taxable
income of the Company for the quarterly period through the end of the month
preceding such date (as determined by the Company) multiplied by the sum of the
highest stated combined federal, state and local tax rate (including any branch
profits tax pursuant to Code Section 884 if applicable) applicable to an
individual resident in New York City or a foreign corporation doing business in
New York City, whichever is higher. Within sixty (60) days after the end of each
Fiscal Year, the Company shall make a distribution of Distributable Cash in an
amount equal to the taxable income of the Company for such Fiscal Year
multiplied by the sum of the highest stated combined federal, state and local
tax rate (including any branch profits tax pursuant to Code Section 884 if
applicable) applicable to an individual resident in New York City or a foreign
corporation doing business in New York City, whichever is higher, minus the sum of all
distributions previously made pursuant to this Section 5.4 in the applicable
Fiscal Year (the “Annual Distribution”).  For purposes of determining
taxable income of the Company pursuant to this Section 5.4, such taxable income
shall be determined without regard to any adjustments to basis permissible under
Sections 743(b) and 734(b) of the Code.  For purposes of computing the
amount of any distribution pursuant to this Section 5.4, it shall be assumed
that all taxable income is allocable or apportionable solely to New York
City.  All distributions made pursuant to this Section 5.4 shall be
distributed to Holders of Common Units and Series A Preferred Units pro rata in
accordance with their respective Membership Percentages. Notwithstanding
anything to the contrary in this Agreement, in the event any Member Exchanges
any Units pursuant to Section 4.6, such Member shall be entitled to receive a
distribution with respect to such Tendered Units, pursuant to this Section 5.4,
for the fiscal quarter in which the Notice of Exchange occurs, and for the prior
fiscal quarter if the distribution for that fiscal quarter has not been paid at
the time of the Exchange, whether or not they are a Member at the time of the
Distribution, based upon the share of the taxable income of the Company for such
quarter allocated to them.  Any amounts distributed pursuant to this
Section 5.4 shall be taken into account in determining subsequent distributions
made pursuant to Section 5.3 and Section 10.2 so that each Member receives the
aggregate amount of distributions it would have received if distributions under
this Agreement were determined without giving effect to this Section
5.4.


    
      
         


      

      
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    5.5           Tax Matters for Company
Handled by Tax Matters Partner.  The Tax Matters Partner is
authorized and required to represent the Company (at the Company’s expense) in
connection with all examinations of the Company’s affairs by tax authorities,
including administrative and judicial proceedings, and to expend Company funds
for professional services and costs associated therewith.  The Tax
Matters Partner shall have the authority and responsibility to arrange for the
preparation of, and timely file, the Company’s tax
returns.  Notwithstanding the foregoing, (a) the Tax Matters Partner
will promptly notify the Members of the commencement of any audit or similar
proceedings and will give a representative appointed by the Minority Interest
(the “Minority
Interest Representative”) prior notice of all scheduled telephonic or
other meetings with the Internal Revenue Service or other taxing authority and
copies of all notices or other written communications received from any taxing
authority related thereto, (b) the Minority Interest Representative will have
the right to attend such meetings and to control any audit (with counsel of its
own choice) to the extent it relates to the tax treatment of the transactions
described in the Contribution Agreement, and (c) the Tax Matters Partner will
not make any material election or decision under the Code or in connection with
any audit without the approval of the Minority Interest Representative, which
approval shall not be unreasonably withheld.  The authority of the Tax
Matters Partner under this Section 5.5 shall also be subject to the rights of
the Members under any of the tax indemnity agreements between Chardan and a
Member or its Affiliates.

     

    5.6           Liability for Amounts
Distributed.  The Members agree that, except as otherwise
expressly provided herein or required by applicable law, no Member will have an
obligation to return money or other property paid or distributed to such Member,
whether or not such distribution was in violation of the Act.  The
agreement set forth in the immediately preceding sentence will be deemed to be a
compromise for purposes of §18-502(b) of the Act.  However, if any
court of competent jurisdiction holds that, notwithstanding the provisions of
this Agreement, any Member is obligated to make any such return, such obligation
will be the obligation of such Member and not of any other
Person.


    
      
         


      

      
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    5.7           Withholding and Payments on
Behalf of a Member.  If the Company makes a payment to a
Governmental Authority that is specifically attributable to a Member or a
Member’s status as such (including federal withholding taxes, state personal
property taxes, and state unincorporated business taxes, but excluding payments
such as professional association fees and the like made voluntarily by the
Company on behalf of any Member based upon such Member’s status as an employee
of the Company) such payment shall be treated as a distribution to such
Member.  Any such amount (other than an amount withheld from a
distribution to the Member) shall be recouped by reducing subsequent
distributions, including any liquidating distribution pursuant to Section 10.2,
pursuant to this Agreement to which such Member would otherwise be entitled
(other than distributions pursuant to Section 5.4 or 5.7).

     

    5.8           Payment of Operating
Expenses.  The Company shall assume and pay all Chardan
Operating Expenses.  Chardan shall submit to the Company each calendar
month evidence of the amount of such Chardan Operating Expenses for the prior
calendar month (the “Chardan Operating Expenses
Invoice”).  The Company shall pay the Chardan Operating
Expenses Invoice within seven (7) days of receipt.

     

    5.9           Consistent
Reporting.  The Members are aware of the income tax
consequences of the allocations made by this Article 5 and Appendix B and hereby
agree to be bound by this Article 5 and Appendix B in reporting their shares of
Company income and loss for income tax purposes.  Neither the Company
nor any Member (or successor or assignee of its Units) shall take any position
on any federal, state or local income or franchise tax returns inconsistent with
the position reported to it on its Internal Revenue Service Form 1065 and
Schedule K-1 to Form 1065 (or such successor forms), subject to Section
5.10.

     

    5.10         Letter
Agreements.  The terms and conditions of this Agreement or the
other Transaction Documents (as such term is defined in the Contribution
Agreement) shall be subject to the terms and conditions of the Letter
Agreements, and the Company shall remain obligated under the Letter Agreements
in accordance with its terms and conditions. In the event of a conflict between
the terms and conditions of this Agreement, and a Letter Agreement or a conflict
between the terms and conditions of any Transaction Document, and a Letter
Agreement, the terms and conditions of the Letter Agreement shall control for
all purposes. Notwithstanding anything to the contrary in this Agreement, the
Letter Agreements shall survive the execution of this Agreement and shall not be
terminated, revised or amended without the prior written consent of FlatWorld,
which consent may be withheld in its sole discretion. Furthermore,
notwithstanding anything to the contrary in this Agreement, in the event of (A)
a Section 704(c) Gain Event, FlatWorld shall have the right to immediately
Exchange Common Units held by it for Chardan Ordinary Shares, pursuant to the
terms of Section 4.6 (treating the Closing Date as the Restriction Expiration
Date), and sell such Chardan Ordinary Shares, to the extent required for
FlatWorld to sell such Chardan Ordinary Shares, up to a dollar amount equal to
(i) all Taxes due by FlatWorld on such taxable income as FlatWorld would so
recognize as a result of the Section 704(c) Gain Event and (ii) the Taxes due by
FlatWorld on such taxable income FlatWorld recognizes as a result of the
Exchange of Common Units for Chardan Ordinary Shares and the subsequent sale of
such Chardan Ordinary Shares in order to pay the Taxes due pursuant to preceding
clause (i); or (B) a breach by the Company of a Letter Agreement or a breach of
Section 5.9 of this Agreement relating to, or in connection with, matters
covered by a Letter Agreement, FlatWorld shall have the right to immediately
Exchange all Common Units held by it (including the Common Units into which any
Series B Preferred Units are automatically convertible, but which have not yet
been converted, at the time such Series B Preferred Units are converted into
Common Units, if at all) for Chardan Ordinary Shares, pursuant to the terms of
Section 4.6 (treating the Closing Date as the Restriction Expiration Date), and
sell such Chardan Ordinary Shares; and, in either case, the Company, Chardan and
the Stern Participants agree that any restrictions on FlatWorld’s right to sell
Chardan Ordinary Shares contained in any agreement between such parties shall be
released (but, in the case of (A), only to the extent required for it to take
the foregoing actions). For purposes of clause (A), FlatWorld shall be deemed to
pay Taxes at a fifty percent (50%) tax rate.  The parties hereto on
behalf of themselves and their respective Affiliates, successor and assigns
agree that this paragraph is not intended to be, nor shall it be treated as, a
liquidated damages provision and shall in no way limit the damages to which
FlatWorld may be entitled pursuant to this Agreement or any Transaction Document
(as such term is defined in the Contribution Agreement) as a result of any
breach by the Members or the Company of their obligations under this Agreement,
a Letter Agreement, or any Transaction Document (as such term is defined in the
Contribution Agreement).


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    5.11         Additional Tax
Matters.  It is intended that the Company be classified as a
partnership for U.S. federal income tax purposes.  In furtherance of
such intent, the Company shall not make an election pursuant to Section
301.7701-3(c) of the Treasury Regulations to be treated as an entity other than
a partnership.  The Company shall not elect, pursuant to Section
761(a) of the Code, to be excluded from the provisions of subchapter K of the
Code.  Furthermore, notwithstanding anything to the contrary herein,
the Company shall make an election under Section 754 of the Code on its income
tax returns that includes the Effective Date.


     

    6.  Management.

     

    6.1           Board of
Managers.  The business and affairs of the Company shall be
managed by a Board of Managers (the “Board of
Managers”).  The Board of Managers shall consist of five
Managers.  The members of the Board of Managers need not be residents
of Delaware or Members of the Company.  The initial Board of Managers
shall be the individuals specified below:

     

      David
J. Stern

      Kerry
Propper

      Raj
Gupta

      Mark
Harmon

      Matthew
Kayton



    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    The Board
of Managers can take all actions required to conduct the business and affairs of
the Company, except as provided otherwise in the Delaware Limited Liability
Company Act.  The Manager shall be deemed to owe the same fiduciary
duties to the Members that directors of Delaware corporations owe to that
corporation’s stockholders under Delaware law.  Except as otherwise
expressly provided in this Agreement, the Members shall not participate in the
control of the Company and shall have no right, power or authority to act for on
behalf of or otherwise bind, the Company.

     

    6.2           Initial Period Board of
Managers Provisions.  The following provisions shall be
applicable to the Board of Managers during the Initial Period:

     

    (a)           Resignation and
Removal.  Managers may only be removed for Cause by vote of the
Majority Interest.  Managers shall hold office until removed for Cause
or until their resignation or death.  Managers may resign by written
notice to this Company.  The resignation is effective upon its receipt
by the Company or a subsequent time as set forth in the notice of
resignation.

     

    (b)           Vacancies.  Vacancies
in the Board of Managers occurring by reason of death, resignation or removal of
a Manager shall be filled by the Manager’s alternatives as set forth below and
in the order listed below:

     

    
      
        	 
      	
                Manager

              	
                First
      Alternative

              	
                Second
      Alternative

              
	 	 	 	 
	 
      	
                David
      J. Stern

              	 
      	 
      
	 
      	
                Kerry
      Propper

              	 
      	 
      
	 
      	
                Raj
      Gupta

              	
                Jeffrey
      Valenty

              	
                Vivek
      Selot

              
	 
      	
                Mark
      Harmon

              	 
      	 
      
	 
      	
                Matthew
      Kayton

              	 
      	 
      


      

    

    


    6.3           Post-Initial Period Board of
Managers Provisions.  The following provisions shall be
applicable to the Board of Managers following the Initial Period:

     

    (a)           Numbers.  The
Board of Managers may fix the number of Managers from time to time.

     

    (b)           Election, Resignation and
Removal.  Each Manager shall be elected at the annual meeting
of the Members, each to hold office until the next annual meeting of Members and
until such Manager’s successor is elected and qualified, or until such Manager’s
resignation, death, or removal.  A Manager may resign by written
notice to the Company.  The resignation is effective upon its receipt
by the Company or a subsequent time as set forth in the notice of
resignation.  A Manager or the entire Board of Managers may be
removed, with or without cause, by vote of the Majority Interest.

     

    
      
        
           


        

        
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      (c)           Vacancies.  Vacancies
in the Board of Managers occurring by reason of death, resignation, removal, or
increase in the number of Board of Managers, or otherwise, shall be filled by an
affirmative vote of a majority of the remaining Board of Managers, unless filled
by proper action of the Members of the Company.  Each person so
elected shall be a member of the Board of Managers for a term of office
continuing only until the next election of the Board of Managers by the
Members.

       

    

    (d)           Stern Participants
Nominee.  For so long as the Stern Participants beneficially
own Membership Interests comprising at least five (5%) percent of the
outstanding Membership Interests of the Company, the Stern Participants shall
have the right to appoint one Manager to the Board of Managers.

     

    (e)           FlatWorld
Nominee.  For so long as FlatWorld beneficially own Membership
Interests comprising at least five (5%) percent of the outstanding Membership
Interest of the Company, FlatWorld shall have the right to appoint one Manager
to the Board of Managers.

     

    6.4           General Board of Manager
Provisions.

     

    (a)           Regular and Special
Meetings.  Regular meetings of the Board of Managers may be
held at such times and places as the majority of the Board of Managers may from
time to time determine at a prior meeting or as shall be directed or approved by
the written consent of all of the Board of Managers.  Special meetings
of the Board of Managers may be called by the President and shall be called by
the President or Secretary upon the written request of any two members of the
Board of Managers.

     

    (b)           Notices.  No
notice shall be required for annual or regular meetings of the
Board  of Managers or for adjourned meetings, whether regular or
special.  One day written notice shall be given for special meetings
of the Board of Managers.  Such notice shall state the time and place,
but need not state the purpose or purposes of the meeting.

    
       

      (c)           Quorum.  A
majority of the Board of Managers then in office, or of the members of a
committee thereof, constitutes a quorum for the transaction of
business.  The vote of a majority of the Board of Managers present at
any meeting at which there is a quorum shall be the acts of the Board of
Managers or of the committee, except as a larger vote may be required by the
laws of the State of Delaware.  A Manager or member of a committee
designated by the Board of Managers may participate in a meeting by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can communicate with other
participants.  Participation in a meeting of in this manner
constitutes presence in person at the meeting.

       

    

    
      
        
        

      

      
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    (d)           Executive and Other
Committees.  The Board of Manages may, by resolution passed by
a majority of the whole Board of Managers, appoint an executive committee to
exercise all powers and authorities of the Board of Managers in management of
the business and affairs of the Company, except that the committee shall not
have the power or authority to (a) amend the Certificate; (b) adopt an agreement
of merger or consolidation; (c) recommend to Members the sale, lease or exchange
of all or substantially all of the Company’s property and assets; (d) recommend
to Members a dissolution of the company or revocation of a dissolution; (e)
amend this Agreement; (f) fill vacancies in the Board of Managers; or (g),
unless expressly authorized by the Board of Managers, authorize the issuance of
Membership Interests.

     

    (e)           The
Board of Mangers from time to time may, by like resolution, appoint such other
committees of one or more Managers to have such authority as shall be specified
by the Board of Managers in the resolution making such
appointments.  The Board of Managers may designate one ore more
Managers as alternate members of any committee who may replace an absent or
disqualified member at any meeting thereof.

     

    (f)           Dissents.  A
Manager who is present at a meeting of the Board of Managers, or a committee
thereof of which the Manager is a member, at which action on a company matter is
taken is presumed to have concurred in that action unless the Manager’s dissent
is entered in the minutes of the meeting or unless the Manager files written
dissent to the action with the person acting as a secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the Secretary of the Company promptly after the adjournment of the
meeting.  Such right to dissent does not apply to a Manager who voted
in favor of such action.  A Manager who is absent from a meeting of
the Board of Managers, or a committee thereof of which the Manager is a member,
at which any such action is taken is presumed to have concurred in the action
unless the Manager files a written dissent with the Secretary of the Company
within a reasonable time after the Manager has knowledge of the
action.

     

    (g)           Compensation.  The
Board of Managers, by affirmative vote of a majority of Board of Managers in
office and irrespective of any personal interest of any of them, may establish
reasonable compensation of Managers for services to the Company as members of
the Board of Managers or officers.

     

    (h)           Action Without a
Meeting.  Any action required or permitted at any meeting of
the Board of Managers or committee of Board of Managers may be taken without a
meeting, without prior notice and without a vote, if all of the Board of
Managers or committee members entitled to vote thereon consent thereto in
writing.

     

    6.5           Minority Interest
Limitations on the Authority of the Board of Managers.  For so
long as the Stern Participants, FlatWorld and their transferees beneficially own
Membership Interests comprising at least ten (10%) percent of the outstanding
Membership Interests of the Company, the Board of Managers shall take none of
the following actions on behalf of the Company (and the Company shall take no
action through any Subsidiary) without the prior written approval of the
Minority Interests:

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (a)           taking
or purporting to take actions in contravention of or engaging in activities
inconsistent with this Agreement;

     

    (b)           entering
into, amending or waiving any contract with a Member or its Affiliate with any
that is not at arm’s length;

     

    (c)           engaging,
removing or replacing the Company’s independent auditors;

     

    (d)           requiring
any guarantee from any Member;

     

    (e)           declaring
or making any Distribution, including any in-kind Distribution of securities or
other non-cash assets, except as otherwise required by this
Agreement;

     

    (f)           issuing
or granting any Equity Securities or any other Membership Interests in the
Company, or any securities convertible into or exchangeable for any such Equity
Securities (other than as provided in this Agreement);

     

    (g)           amending
or waiving any provision of this Agreement;

     

    (h)           (i)
merging, consolidating or combining the Company or any Subsidiary of the Company
with any other Person, (ii) selling, leasing or transferring all or
substantially all of the assets of the Company or any Subsidiary of the Company,
(iii) entering into any transaction or series of related transactions in which
more than 50% of the voting power of the Company or any Subsidiary of the
Company is disposed, or (iv) liquidating, dissolving or winding up the Company
or any Subsidiary of the Company;

     

    (i) 
          materially changing
the nature of the business of the Company or its Subsidiaries;

     

    (j)           amending
or waiving any provisions of the organizational or governing documents of any
Subsidiary, in a manner that adversely affects the rights of the Minority
Interests;

     

    (k)           placing
the Company into bankruptcy, making an assignment for the benefit of creditors
or consenting to an involuntary bankruptcy or insolvency proceeding or the
appointment of a receiver for the Company;

     

    (l)  
         redeeming Membership Units
except as provided in the Operating Agreement; or

     

    (m)          creating
any Subsidiary or taking any of the actions described above with respect to any
Subsidiary.

     

    6.6           Chardan Limitations on the
Authority of the Board of Managers.  For so long as Chardan
beneficially owns Membership Interest comprising more than fifty (50%) percent
of the outstanding Membership Interests of the Company, the Board of Managers
shall take none of the following actions on behalf the Company (and the Company
shall take no action through any Subsidiary) without the prior written approval
of Chardan, with any such approval of Chardan’s Board of Directors including the
approval of a majority of the members of the Board not nominated by the Stern
Participants or FlatWorld.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    (a)           taking
or purporting to take actions in contravention of or engaging in activities
inconsistent with this Agreement;

     

    (b)           entering
into, amending or waiving any contract with a Member or its Affiliate that is
not at arm’s length;

     

    (c)           engaging,
removing or replacing the Company’s independent auditors;

     

    (d)           requiring
any guarantee from any Member;

     

    (e)           declaring
or making any Distribution, including an in-kind Distribution of securities or
other non-cash assets, except as otherwise required by this
Agreement;

     

    (f)           issuing
or granting any Equity Securities or any other Membership Interests in the
Company, or any securities convertible into or exchangeable for any such Equity
Securities, (other than as provided in this Agreement).

     

    (g)           amending
or waiving any provision of this Agreement;

     

    (h)           (i)
merging, consolidating or combining the Company or any Subsidiary of the Company
with any other Person (ii) selling, leasing or transferring all or substantially
all of the assets of the Company or any Subsidiary of the Company, (iii)
entering into any transaction or series of related transactions in which more
than 50% of the voting power of the Company or any Subsidiary of the Company is
disposed, or (iv) liquidating, dissolving or winding up the Company or any
Subsidiary of the Company;

     

    (i)        
   materially changing the nature of the business of the Company
or its Subsidiaries.

     

    (j)         
  amending or waiving any provisions of the organizational or
governing documents of any Subsidiary, in a manner that adversely affects the
rights of Chardan;

     

    (k)           placing
the Company into bankruptcy, making an assignment for the benefit of creditors
or consenting to an involuntary bankruptcy or insolvency proceeding or the
appointment of a receiver for the Company;

     

    (l)          
 redeeming Membership Units except as provided in the Operating
Agreement;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (m)          adopting,
making or revoking any tax or accounting election or method for the Company or
its Subsidiaries that materially adversely affects Chardan, but not the other
Members;

     

    (n)           determining
Value under Section 4.6, or Section 4.1(e)(2), fair market value under Sections
4.3(a) or 4.3(b)(2) if Members are contributing additional property to the
Company, or fair market value or gross fair market value of property contributed
by Minority Members or being distributed to Members other than on a pro rata
basis, as provided in Section 10.2, the definition of “Capital Contributions”
and Section 102 of Appendix B; or

     

    (o)           creating
any Subsidiary or taking any of the actions described above with respect to any
Subsidiary.

     

    6.7           Stern Participants
Limitation on the Authority of the Board of Managers.  For so
long as a Stern Participant beneficially owns a Membership Interest, the Board
of Managers on behalf of the Company (and the Company through any Subsidiary)
without the prior written approval of the Stern Participants, shall not,
directly or indirectly, sell, transfer or dispose of any of the Contributed
Assets (as defined in the Contribution Agreement) or any DJS LLC Interests, PTA
LLC Interests or DSI LLC Interests (as defined in the Contribution Agreement)
(collectively the “Newly Formed LLC Interests”) or any direct or indirect
interest therein (a “Disposition”) in any transaction in which a Stern
Participant or any beneficial member of a Stern Participant would recognize
taxable income pursuant to Code Section 704(c) due to the difference between the
Book Value of a Contributed Asset or a Newly Formed LLC Interest and a Stern
Participant’s adjusted basis in the Contributed Asset or Newly Formed LLC
Interest for federal income tax purposes as of the Closing Date, as defined in
the Contribution Agreement. In the event the Company exchanges any Contributed
Asset or Newly Formed LLC Interest for other assets in a “nonrecognition
transaction” (as defined in Code Section 7701(a)(45)) (the “Exchanged Assets”)
in which the Exchanged Assets are received as “substituted basis property” (as
defined in Code Section 7701(a)(42)), then such Exchanged Assets shall be
treated as Contributed Assets or Newly Formed LLC Interests for which they were
exchanged for purposes of the provisions of this Agreement relating to a Stern
Participant recognizing taxable income under Section 704(c) of the
Code.

     

    6.8           FlatWorld Limitation on the
Authority of the Board of Managers.  In the event the Company
(or the Company through any Subsidiary), without the prior written approval of
FlatWorld, shall, directly or indirectly, sell, transfer or dispose of any asset
in any transaction in which FlatWorld or any beneficial member of FlatWorld
would recognize taxable income pursuant to Code Section 704(c) or under a
so-called “reverse” Section 704(c) principles pursuant to Treasury Regulations
Section 1.704-3(a)(6)(i) due to the difference between the Book Value of such
asset and FlatWorld’s adjusted basis in such asset for federal income tax
purposes as of the Closing Date, as defined in the Contribution Agreement (a
“Section 704(c) Gain Event”), then, notwithstanding anything in this Agreement
to the contrary, FlatWorld shall have the rights as set forth in Section
5.10.  In the event the Company exchanges any asset that would be
subject to this Section 6.8(a) for other assets in a “nonrecognition
transaction” (as defined in Code Section 7701(a)(45)) (the “Exchanged Assets”)
in which the Exchanged Assets are received as “substituted basis property” (as
defined in Code Section 7701(a)(42)), then such Exchanged Assets shall be
treated as assets deemed to have been contributed by FlatWorld on the date
hereof for which they were exchanged for purposes of the provisions of this
Agreement relating to FlatWorld recognizing taxable income under Section 704(c)
of the Code..


    
      
         


      

      
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    6.9           Other
Duties.  

     

    (a)           Books and
Records.  The Company shall keep true and complete books of
account and records of all Company’s business and affairs as required by the
Act.  The books of account and records shall be kept at the principal
office of the Company and shall reflect all Company transactions and shall be
adequate for the Company’s business and comply with applicable law and listing
regulations and standards, including as it may relate to Chardan and the Stern
Participants.

     

    (b)           Tax
Returns.  The Company shall timely file all required tax
returns.  Such tax returns shall be signed by an officer of the
Company.  Notwithstanding anything to the contrary in this Agreement,
FlatWorld shall have the right to review all federal, state and local income and
franchise tax returns (together, “Income Tax Returns”) for any tax year
including or immediately following the Closing Date, as such term is defined in
the Contribution Agreement, on which matters relating to the Tax Position are
reported, the reporting on which may be affected by the terms and conditions of
the Letter Agreements.

     

    (c)           Reports.  The
Company will use its best efforts to furnish, or cause to be furnished, to each
Member the following items (i) a quarterly financial statement of the Company
(within forty-five (45) days following the end of each calendar quarter), (ii)
an audited annual report consisting of an income statement for the prior Fiscal
Year and a balance sheet as of the end of  the Fiscal Year ended to be
furnished within ninety (90) days after the end of each Fiscal Year and (iii)
Member information tax returns (Schedule K-1) fore each Fiscal Year to be
furnished on or before March 8 following the end of such Fiscal Year. The
Company shall provide each Member with such information as the Member reasonably
requests regarding the Company’s business and operations. The Company will
cooperate with Chardan in the preparation of its quarterly and annual financial
statements and SEC reports and will provide requested information in a
reasonably timely fashion.

     

    (d)           Bank Accounts and Investment
of Funds.  All funds of the Company shall be deposited in its
name in such checking accounts, savings accounts, time deposits, or certificates
of deposit or shall be invested in such other manner, as shall be designated by
the Board of Managers from time to time.  Withdrawals shall be made
upon such signature or signatures as the Board of Managers may
designate.

     

    
      
        
        

      

      
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    6.10         Officers.  The
day-to-day management of the Company shall be vested in the officers of the
Company under the supervision of the Board of Managers.  The Board of
Managers may elect or appoint a President, a Secretary and a Treasurer, and one
or more Vice-Presidents, Assistant Secretaries or Assistant
Treasurers.  Any two or more of the above offices, except those of
President and Vice-President, may be held by the same person.  No
officer shall execute, acknowledge or verify an instrument in more than one
capacity if the instrument is required by law, the Certificate or this Agreement
to be executed, acknowledged, or verified by two or more
officers.  The initial Officers shall be those specified
below:

     

    President                  David
J. Stern

    


    Treasurer                  Kumar
Gursahaney

    


    Secretary                  Forrest
McSurdy

    


    (a)           Term of Office, Registration
and Removal.  An officer shall hold office for the term for
which he is elected or appointed and until his successor is elected or appointed
and qualified, or until his resignation or removal.  An officer may
resign by providing written notice to the Company.  The resignation is
effective upon its receipt by the Company or at a subsequent time specified in
the notice of resignation.  The election or appointment of an officer
does not of itself create contract rights. An officer may be removed at any time
by the Board of Managers for any reason or for no reason, upon notice to the
officer.

     

    (b)           Vacancies.  The
Board of Managers may fill any vacancies in any officer position occurring for
whatever reason.

     

    (c)           Authority.  All
officers, employees and agents of the Company shall have such authority and
perform such duties in the conduct and management of the business and affairs of
the Company as may be designated by the Board of Managers and this
Agreement.

     

    (d)           President.  The
President shall be the Chief Executive Officer of the Company.  The
President will report to the Board of Managers and have the general powers and
duties of management usually vested in the office of the president and the chief
executive officer of a corporation organized under the General Corporation Laws
of the State of Delaware, and will have such other powers and duties as may be
prescribed by the Board of Managers or this Agreement.  He may execute
any documents in the name of the Company and shall have such other powers and
duties as may be prescribed by the Board of Managers; provided, however, that,
in the event that the members of the Board of Managers not nominated by the
Stern Participants determine in good faith by majority vote that David J. Stern,
while serving as President of the Company, has a conflict of interest with
respect to a matter involving the Company because of his other interests or
activities, they may designate another person to represent the Company with
respect to that matter.  The parties acknowledge that Mr. Stern has a
conflict of interest with respect to the enforcement of the Company’s or
Chardan’s rights under any Transaction Document as against, or defending against
any claim brought by or on behalf of the Company, a Stern Participant or an
Affiliate thereof, including under Section 12.1, and Chardan’s indemnification
rights under the Master Acquisition Agreement dated November __, 2009, the
Contribution and Membership Interest Purchase Agreement dated the date hereof
and the Stern Participants Tax Indemnity Agreement dated the date
hereof.

     

    
      
        
        

      

      
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    (e)           Vice
Presidents.  The Vice Presidents, in order of their seniority,
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President and shall perform such other duties as the
Board of Managers or the President may from time to time prescribe.

     

    (f)           Secretary.  The
Secretary shall attend all meetings of the Members and shall record all votes
and minutes of all proceedings in a book to be kept for that purpose, shall give
or cause to be given notice of all meetings of the Members.  The
Secretary may delegate any of the duties, powers and authorities of the
Secretary to one or more Assistant Secretaries, unless such delegation is
disapproved by the Board of Managers.

     

    (g)           Treasurer.  The
Treasurer shall have the custody of the Company funds and securities; shall keep
full and accurate accounts of receipts and disbursements in books of the
Company; and shall deposit all moneys and other valuable effects in the name and
to the credit of the Company in such depositories as may be designated by the
President.  The Treasurer shall render to the President, whenever he
may require it, an account of his transactions as Treasurer and of the financial
condition of the Company.  The Treasurer may delegate any of the
duties, powers and authorities of the Treasurer to one or more Assistant
Treasurers, unless such delegation is disapproved by the Board of
Managers.

     

    (h)           Assistant Secretaries and
Assistant Treasurers.  The Assistant Secretaries, in order of
their seniority, shall perform the duties and exercise the powers and
authorities of the Secretary in case of the Secretary’s absence or
disability.  The Assistant Treasurers, in order of their seniority,
shall perform the duties and exercise the powers and authorities of the
Treasurer in case of the Treasurer’s absence or disability.  The
Assistant Secretaries and Assistant Treasurers shall also perform such duties as
may be delegated to them by the Secretary and Treasurer, respectively, and also
such duties as the President may prescribe.

     

    (i) 
          Reliance.  In
exercising their authority and performing their duties under this Agreement, the
officers shall be entitled to rely on information, opinions, reports or
statements of (a) one or more employees or other agents of the Company or in
subordinates whom the officer reasonably believes to be reliable and competent
in the matters presented, and (b) any attorney, public accountant or other
Person as to matters which the officer reasonably believes to be within such
Person’s professional or expert competence, unless they have actual knowledge
concerning the matter in question that would cause such reliance to be
unwarranted.

     

    
      
        
        

      

      
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    7.  Members.

     

    7.1           Rights of the
Members.  Except as otherwise expressly provided in this
Agreement, the Members shall have no right to take part in, vote on, or
interfere in any manner with the management, conduct or control of the Company
or its business, and shall have no right or authority whatsoever to act for or
on behalf of the Company.

     

    7.2           Voting
Rights.

     

    (a)           Right to
Vote.  All Members shall be entitled to vote on any matter
submitted to a vote of the Members by the Board of Managers, any matter
requiring the vote of Members entitled to vote under the Act, and as otherwise
conferred, expressly or by implication, by this Agreement.  Voting
rights shall be determined on a Membership Unit basis, such that each Member is
entitled to one vote for each Membership Unit held by a Member.

     

    (b)           Required
Vote.  When an action is to be taken by a vote of the Members,
it shall be authorized by a Majority Interest, unless a greater vote is
otherwise required by the laws of the State of Delaware or this
Agreement.

     

    (c)           Member
Meetings.  Meetings of the Members may be called by the Board
of Managers or the President and shall be called by the President or Secretary
at the written request of Members holding a Majority Interest, provided,
however, that meetings of the Members shall not otherwise be
required.  The request shall state the purpose or purposes for which
the meeting is to be called.

     

    7.3           Consent.  The
Members may take any action required or permitted to be taken at a meeting of
the Members without a meeting, without prior notice, and without a vote, if
Members having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all Members entitled to
vote on the action were present and voted, consent in writing to the action so
taken.  Every written consent will bear the date and signature of each
Member who signs the consent.  The Company will notify promptly all
Members who have not consented in writing to such action whenever the Members
take an action without a meeting and without unanimous consent.  The
Company shall maintain the consents received from Members in its books and
records.

     

    7.4           Notice of
Meetings.  Except as otherwise provided by statute, written
notice of the time, place and purposes of a meeting of Members shall be given
not less than ten (10) nor more sixty (60) days before the date of the meeting
to each Member entitled to vote at the meeting, either personally or by mailing
such notice to his last address as it appears on the books of the
Company.  No notice need be given of an adjourned meeting of Members
provided the time and place to which such meeting is adjourned are announced at
the meeting at which the adjournment is taken and at the adjourned meeting only
such business is transacted as might have been transacted at the original
meeting.  However, if after the adjournment a new record date is fixed
for the adjourned meeting a notice of the adjourned meeting shall be given to
each Member of record on the new record date entitled to notice as provided in
this Agreement.


    
      
         


      

      
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    7.5           Waiver of
Notice.  Notice of the time, place and purpose of any meeting
of Members may be waived by telecopy, fax,  electronic mail or other
writing, either before or after the meeting, or in such other manner as may be
permitted by the laws of the State of Delaware.  Attendance of a
person at any meeting of the Members, in person or by proxy, constitutes a
waiver of notice of the meeting except when the person attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Additionally, a Member’s attendance at a meeting will
result in the waiver of objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the Member objects to considering the matter when it is
presented.

     

    7.6           Record
Dates.  

     

    (a)           For
the purpose of determining Members entitled to notice of and to vote at a
meeting of Members or an adjournment of a meeting, the Board of Managers may fix
a record date, which shall not precede the date on which the resolution fixing
the record date is adopted by the Board of Managers.  The date shall
not be more than sixty (60) nor less than ten (10) days before the date of the
meeting.  If a record date is not fixed, the record date for
determination of Members entitled to notice of or to vote at a meeting of
Members shall be the close of business on the day next preceding the day on
which notice is given, or if no notice is given, the day next preceding the day
on which the meeting is held.  When a determination of Members of
record entitled to notice of or to vote at a meeting of Members has been made as
provided in this section, the determination applies to any adjournment of the
meeting, unless the Board of Managers fixes a new record date under this section
for the adjourned meeting.

     

    (b)           For
the purpose of determining Members entitled to express consent to or to dissent
from a proposal without a meeting, which shall not precede the date on which the
resolution fixing the record date is adopted by the Board of
Managers.  If a record date is not fixed and prior action by the Board
of Managers is required with respect to the action to be taken without a
meeting, the record date shall be the close of business on the day on which the
resolution of the Board of Managers is adopted.  If a record date is
not fixed and prior action by the Board of Managers is not required, the record
date shall be the first date on which a signed written consent is delivered to
the Company.

     

    (c)           For
the purpose of determining Members entitled to receive payment of a
distribution, or allotment of a right, or for the purpose of any other action,
the Board of Managers may fix a record date which shall not precede the date on
which the resolution fixing the record date is adopted by the Board of
Managers.  The date shall not be more than sixty (60) days before the
payment of the distribution or allotment of a right or other
action.  If the record date is not fixed, the record date shall be the
close of business on the day on which the resolution of the Board of Managers
relating to the action is adopted.

     

    
      
        
        

      

      
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    (d)           Only
such Members as shall be Members of record on the date so fixed or otherwise
determined shall be entitled to notice of and to vote at such meeting or
adjournment thereof, or to express consent or to dissent from such proposal, or
to participate in any other action, as the case may be, notwithstanding any
transfer of any Membership Interests on the books of the Company, or otherwise,
after any such record date.

     

    7.7           List of
Members.  The Secretary of the Company or the agent of the
Company having charge of the records for the Membership Interests of the Company
shall make and certify a complete list of the Members entitled to vote at a
Members meeting or any adjournment thereof.  This list shall (a)
include the address of, and type and number Units of each Membership Interest
held by, each Member, and (b) be produced at the time and place of the meeting,
(c) be subject to inspection by any Member during the whole time of the meeting,
and (d) be prima facie evidence as to who are the Members entitled to examine
the list or vote at the meeting.

     

    7.8           No Cessation of Membership
Upon Bankruptcy.  A Person will not cease to be a Member upon
the happening, with respect to such Person, of any of the events specified in
§18-304 of the Act.  Upon the occurrence of any event specified in
§18-304 of the Act with respect to a Member, the business of the Company will be
continued pursuant to the terms hereof without dissolution.

     

    7.9           Quorum.  Unless
a greater or lesser quorum is required by the Act, the Members present at a
meeting in person or by proxy who, as of the record date for such meeting, were
holders of a Majority Interest shall constitute a quorum at the meeting;
provided, however, with respect to any matter to be presented at such meeting
requiring approval of the Members holding Series A Preferred Units, a quorum
shall require the presence, whether in person or by proxy, of Members holding a
majority of the outstanding Series A Preferred Units.  Whether or not
a quorum is present, a meeting of Members may be adjourned by the President or
by a vote of the Holders of a majority of the Membership Interests of the
Company.  A Member may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can communicate with the other
participants.  Participation in a meeting in this manner constitutes
presence in person at the meeting.

     

    7.10           Proxies.  A
Member entitled to vote at a meeting of Members or to express consent or dissent
without a meeting may authorize other persons to act for the Member by
proxy.  A proxy shall be signed by the Member or the Member’s
authorized agent or representative and shall not be valid after the expiration
of three years from its date unless otherwise provided in the
proxy.  A proxy is revocable at the pleasure of the Member executing
it except as otherwise provided by the laws of the State of
Delaware.  Without limiting the manner in which a Member may authorize
another person or persons to act for him or her as proxy, the following methods
constitute a valid means by which a Member may grant authority to another person
to act as proxy:

     

    
      
        
        

      

      
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    (a)           The
execution of a writing authorizing another person or persons to act for the
Member as proxy.  Execution may be accomplished by the Member or by an
authorized officer, director, employee, or agent signing the writing or causing
his or her signature to be affixed to the writing by any reasonable means
including, but not limited to, facsimile signature.

     

    (b)           Transmitting
or authorizing the transmission of a telecopy, fax, electronic mail, or other
means of electronic transmission to the person who will hold the proxy or to the
Company, a proxy solicitation firm, proxy support service organization, or
similar agent fully authorized by the person who will hold the proxy to receive
that transmission.  Any fax, or other means of electronic transmission
must either set forth or be submitted with information from which it can be
determined that the telecopy, fax, electronic mail, or other electronic
transmission is determined to be valid, and the persons making the determination
shall specify the information upon which they relied.

     

    A copy,
fax, electronic mail, or other reliable reproduction of the writing or
transmission created pursuant to this subsection may be substituted or used in
lieu of the original writing or transmission for any purpose for which the
original writing or transmission could be used, if the copy, or other
reproduction is a complete reproduction of the entire original writing or
transmission.

     

    7.11         Additional
Members.  No additional Members shall be admitted to the
Company, except pursuant to Article 8. Except as otherwise provided in the next
sentence, the Company may elect to deal only with Persons so admitted as Members
(including their duly authorized representatives).  The Company will
not be required to deal with any other Persons (other than with respect to
Distributions to assignees pursuant to assignments in compliance with Article 8)
merely because of an assignment or transfer of an Economic Interest to such
Person.  Any Distribution by the Company to the Person shown on the
Company’s records as a Member or its legal representative, or to the assignee of
the right to receive Company Distributions as provided herein, will relieve the
Company of all liability to any other Person who may be interested in such
Distribution by reason of any other assignment by the Member or for any other
reason.

     

    7.12         Related-Party
Transactions.  The Company may engage any Member, Officer or
persons or firms affiliated or associated with any Member or Officer for
specific purposes and may otherwise deal with them on the terms and for the
compensation established by the Board of Managers, provided that such terms and
conditions are arm’s length. The Members acknowledge and approve the agreements
set forth in Appendix
D.

     

    7.13         Other Interests of
Members.  A Member may have other business interests, including
those which compete with the Company.  Neither the Company, a Manager
nor any Member shall have the right to share or participate in such other
interests of the Member.

     

    
      
        
        

      

      
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    7.14         Inspection
Rights.  The Members (and their respective officers, attorneys,
accountants and other authorized representatives) shall enjoy free and full
access upon reasonable notice and during normal business hours to all management
personnel, offices, properties, books and records of the Company, so that such
Members may have the opportunity to make any reasonable investigation they
desire to make of the management, business, properties, and affairs of the
Company; provided that any such Member owns Membership Interests.

     

    7.15         Consent Rights of Holders of
Series A Preferred Units.  Without the approval of the Members
holding a majority of the outstanding Class A Preferred Units at the time of the
action taken, the Company shall not, and shall cause its Subsidiaries not
to:

     

    (a)           amend
or waive any provision of this Agreement, or the organizational or governing
documents of any Subsidiary in a manner that adversely affects the rights of
Holders of the Class A Preferred Units; or

     

    (b)           authorize,
issue or enter into any agreement providing for (i) the issuance (contingent or
otherwise) of any Equity Securities (or any securities convertible into or
exchangeable for any Equity Securities) with preferences on Distributions senior
to or on parity with the Series A Preferred Units, (ii) the issuance of Series A
Preferred Units, including by way of splits or subdivisions thereof, or (iii)
the issuance (contingent or otherwise) of any equity securities (or any
securities convertible into or exchangeable for such equity securities) by any
Subsidiary of the Company other than to the Company.

     

    8.  Transfer
of Units.

     

    8.1           Transfer of
Units.  Subject to the following sentences and Sections 8.6 and
8.7, the Members may Transfer all or any portion of their respective Units only
to a Permitted Transferee.  Except with the written approval of the
Minority Interest, which approval may be withheld in their sole discretion,
Chardan may not Transfer all or any portion of its Units to any Person, by
operation of law or otherwise.  Upon any Transfer by a Member in
violation of this Section 8.1, the other Members may pursue all legal remedies
available to them as a result of such Member’s breach of this
Agreement.

     

    8.2           Rights of
Assignees.  Until such time, if any, as a transferee of any
Transfer under Section 8.1 is admitted to the Company as a substitute Member
pursuant to Section 8.3, such transferee shall be only a Holder of an Economic
Interest; provided, however, that a Permitted Transferee shall automatically
become a substitute Member effective upon such Transfer.

     

    
      
        
        

      

      
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    8.3           Actions Following
Transfers.  The Company shall not recognize any Transfer of
Units unless all reasonable out-of-pocket costs incurred by the Company to
effect such Transfer have been paid by the transferor and there is filed with
the Company a written and dated notification of such Transfer, in form and
substance satisfactory to the Company, executed and acknowledged by the
transferor and the transferee and such notification (a) contains the agreement
by the transferee to be bound by all the terms and conditions of this Agreement
and (b) represents that such Transfer was made in accordance with all applicable
securities laws and regulations.  Thereafter, the transferee shall be
admitted by the Company as a Substitute Member.  The transferee of all
of a Unit who becomes a substitute Member will succeed to all of the Capital
Account of the transferor of such Unit, as the case may be, including all
adjustments made thereto, and will have all the rights and powers and be subject
to all the restrictions and liabilities of a Member under this Agreement holding
the same class of Units.  Admission of a substitute Member will become
effective on the date such Person’s name is recorded on the books and records of
the Company.  Upon the admission of a substitute Member: (x) the
Company will amend Appendix C to reflect
the name and address of, and number and class of Units held by, such substitute
Member and to eliminate or adjust, if necessary, the name, address and Units of
the predecessor of such transferee Member; and (y) to the extent of the Transfer
to such substitute Member, the transferor Member will be relieved of its
obligations under this Agreement.

     

    8.4           Effect on
Distributions.  Any Member or Holder who Transfers all of its
Units in a Transfer permitted pursuant to this Article 8 will cease to be a
member of the Company.  All Distributions with respect to which the
Distribution Date is before the date of a Transfer in accordance with this
Article 8 will be made to the transferor Member or Holder, and all Distributions
with respect to which the Distribution Date is after the date of such Transfer
will be made to the substitute Member or Holder.

     

    8.5           Unauthorized
Transfers.  To the fullest extent permitted by law, any
purported Transfer by a Member or other Holder of a Unit that does not comply
with Section 8.1 or is not recognized by the Company under Section 8.3 will be
null and void ab initio
and shall not be recognized by the Company, and the transferee under such
purported Transfer will acquire no title or ownership thereby but will hold such
Units for the benefit of the other Members.

     

    8.6           Pledge of
Units.  Subject to Section 8.7, notwithstanding anything in
this Agreement to the contrary, a Member or Holder will be entitled to pledge
its Units as security for a loan or other financing, or enter into a collar, a
straddle, a futures or forward contract, a call or put option or other hedging
transaction with respect to its Units, provided, however, for a one year period
beginning from the Closing Date, no Member or Holder may pledge or enter into
any hedging transaction that could involve a transfer of Units.  In
the event such pledge or hedging transaction results in a transfer of Units to
other than a Permitted Transferee, the Holder of such Units shall be deemed to
have required those Units to be Exchanged, pursuant to Section 4.6, for Chardan
Ordinary Shares or Chardan Series A Preferred Shares, as the case may
be.


    
      
         


      

      
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    8.7           Restrictions on
Transfer.  Notwithstanding any other provision of this
Agreement, (a) no Member shall Transfer any Units, or any interest therein, and
(b) neither the Company nor any Member shall enter into any financial instrument
or contract the value of which is determined in whole or in part by reference to
the Company and which would be treated as an “interest in a partnership” for
purposes of Treasury Regulation Section 1.7704-1(a)(2), if the effect of such
Transfer, or of such financial instrument or contract, would be to cause, or
create a material risk of causing, (i) the Company to be classified as a
publicly traded partnership within the meaning of Section 7704 of the Code, or
(ii) the Company to terminate for federal income tax purposes.  In
furtherance of the foregoing, unless otherwise consented to by the Stern
Participants and the Board of Managers in writing in their sole discretion, no
Member shall Transfer a Unit or interest therein if such Transfer would cause
the Company to not satisfy one or more safe harbor provisions of Treasury
Regulations Section 1.7704-1 including Sections 1.7704-1(e), (1), (g), (h) and
(j), relating to publicly traded partnerships.  If the Company has one
hundred (100) or more Members (including the partners, beneficiaries or
shareholders of a Member (other than Chardan)) if the Board of Managers
reasonably deems them to be “partners” as such term is used under Section
1.7704-1 (based on written advice from the Company tax accountants filing the
Company’s Tax Returns), the Board of Managers may require, as a condition to
recognizing any Transfer of any Unit or any interest therein, that the Member
requesting such Transfer provide to the Company an opinion of counsel to the
Member, to the effect that such Transfer meets one or more of such safe harbors
or otherwise will not cause the Company to be treated as a publicly traded
partnership for purposes of Section 7704 of the Code.  The Company
will cooperate with such counsel by providing information and written
representations (if factually true) to such counsel in connection with such
opinion.  If the Board of Managers reasonably believes a Transfer may
cause the Company to terminate for federal income tax purposes, the Board of
Managers may require, as a condition to recognizing any Transfer of any Unit or
interest therein, that the Member requesting such Transfer provide an opinion of
counsel to the Member by a counsel and a form reasonably acceptable to the
Company to the effect that such Transfer will not cause the Company to terminate
for federal income tax purposes.  Except as otherwise provided above,
the Company will cooperate with such counsel by providing information and
written representations (if factually true) to such counsel in connection with
such opinion.  The costs of any such opinion required by the Board of
Managers shall be borne solely by the Member seeking to make a
Transfer.  To the fullest extent permitted by law, any Transfer made
in violation of this Section 8.7 shall be null and void ab initio and shall not be
recognized by the Company.  Notwithstanding the foregoing, this
Section 8.7 shall not preclude, and no opinion shall be required in connection
with, (i) the Transfer of Units to Chardan pursuant to Section 4.6 or (ii) the
Transfer of Units held by FlatWorld to the FlatWorld Owners, provided such
Transfer results in a carryover basis in the Units in the hands of the FlatWorld
Owners receiving such Units.

     

    9.  Chardan
Covenants

     

    9.1           Limitations on
Chardan.  From and after the date of this Agreement, without
the consent of the Minority Interest or the members of the Board not nominated
by the Stern Participants or FlatWorld, except in the case of Section 9.1(f)
below, in which case the approval of a majority of the independent members of
the Board is required rather than the members of the Board not nominated by the
Stern Participants and FlatWorld, Chardan shall not:

     

    
      
        
        

      

      
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    (a)           issue
any series of shares or other exchangeable or convertible securities unless such
shares or securities are Chardan Ordinary Shares or are convertible into or
exchangeable or exercisable for Chardan Ordinary Shares;

     

    (b)           issue
any Series A Preferred Shares or options, warrants or other securities
convertible into or exchangeable or exercisable for Series A Preferred Shares,
including by way of splits or subdivisions thereof, except as expressly set
forth in this Agreement;

     

    (c)           amend
or waive any provisions of Chardan’s Memorandum and Articles of Association in a
manner that adversely affects the Members of the Company;

     

    (d)           authorize,
issue or enter into any agreement providing for (i) the issuance (contingent or
otherwise) of any equity securities of Chardan (or any securities convertible
into or exchangeable or exercisable for any equity securities of C) with
preferences on distributions senior to or on parity with the Series A Preferred
Shares, or (ii) the issuance (contingent or otherwise) of any such equity
securities (or any securities convertible into or exchangeable or exercisable
for such equity securities) by any Subsidiary of Chardan other than to
Chardan;

     

    (e)           amend
the Chardan Warrants or waive any of Chardan’s rights under the Chardan
Warrants;

     

    (f)           make
grants or awards of Chardan Ordinary Shares to employees, non-employees,
directors, consultants, or other third-parties in compensation for services,
except pursuant to Chardan’s 2009 Equity Incentive Plan, as in effect on the
date of this Agreement;

     

    (g)           transfer
Units held by it;

     

    (h)           issue
any Chardan Ordinary Shares at a price less than the value of a Chardan Ordinary
Share on the date of such issuance or any rights, options or warrants (or other
securities or rights convertible into, exchangeable for or exercisable for
Chardan Ordinary Shares) to subscribe for or to purchase or to otherwise acquire
Chardan Ordinary Shares (or other securities or rights convertible into,
exchangeable for or exercisable for Chardan Ordinary Shares) at a price per
share less than the Value of a share of Chardan Ordinary Shares on the date of
such issuance;

     

    (i) 
          issue any Common
Units or Unit Rights at a price (or price per interest) less than the Value of a
Chardan Ordinary Share on the date of such issuance; or

     

    (j)  
         create any Subsidiary or
take any of the actions described above with respect to any
Subsidiary.

     

    9.2           Chardan
Covenants.  Chardan shall take the following
actions:

     

    
      
        
        

      

      
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    (a)           call
the Chardan Warrants at the earliest time permitted under the Chardan
Warrants;

     

    (b)           exercise
the DAL Warrants or Employee Incentive Units within five (5) Business Days
following the month in which the corresponding Chardan warrant or option was
exercised, or, if the amount of proceeds received by Chardan from the exercise
of warrants or options exceeds $1,000,000 in a month, within five (5) Business
Days after the proceeds reach this level; or

     

    (c)           promptly
distribute to its shareholders any distribution received from the Company
promptly after receiving such funds, less taxes and other expenses paid or
payable by Chardan to its shareholders of record on the date of receipt by
Chardan of such distribution.

     

    9.3           Devotion of Time; Company
Opportunities.  Provided the Company pays or provides the
required funds to Chardan, Chardan shall devote all of its time and business
efforts to the following (collectively the “Chardan Permitted
Activities”) and shall engage in no other business or conduct any other
activities, except as follows:

     

    (a)           promoting
the business and interests of the Company, including (i) conducting Chardan
Capital Transactions in furtherance of the business of the Company,
(ii) issuing securities under equity incentive plans to officers,
directors, employees and consultants of the Company (subject to receipt of
property of equal value by the Company), and (iii) fulfilling Chardan’s
obligations under this Agreement and Chardan’s other agreements with the
Company, as the same may be amended, modified or supplemented;

     

    (b)           holding
the Common Units (or securities convertible into or exercisable for the Common
Units) and enforcing, fulfilling and managing Chardan’s rights, duties,
liabilities and obligations as a Member holding Common Units (or securities
convertible into or exercisable for the Common Units);

     

    (c)           maintaining
Chardan’s status as a public reporting company with publicly traded securities,
including (i) preparing public filings and registration statements, (ii)
registering securities of Chardan for public sale, (iii) arranging for
accounting, audit and related services for Chardan’s financial statements, (iv)
communicating with and providing reports to Chardan shareholders, and (v)
handling investor and public relations;

     

    (d)           prosecuting,
enforcing, exploiting, defending, settling, fulfilling and managing Chardan’s
rights, duties, liabilities and obligations arising in, under or from any of
such securities as Chardan may issue;

     

    (e)           conducting
Chardan Capital Transactions solely to fund activities of Chardan that are not
provided for or reimbursed by the Company, provided that such activities
constitute Chardan Permitted Activities other than under this paragraph
(e);

     

    
      
        
        

      

      
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    (f)           complying
with all Legal Requirements that Chardan is or may become subject to;
and

     

    (g)           doing
everything necessary, suitable, convenient or proper for, or in connection with,
or incident to, the accomplishment of any of the foregoing
activities.

     

    10.  Dissolution
And
Winding
Up.

     

    10.1         Dissolution.  The
Company may be dissolved upon the occurrence of any of the following
events:

     

    (a)           by
the written consent of Board of Managers with the prior written consent of the
Majority Interest and Minority Interest;

     

    (b)           The
sale or other disposition by the Company of all or substantially all of the
property of the Company;

     

    (c)           The
entry of a final judgment, order or decree of a court of competent jurisdiction
adjudicating the Company to be bankrupt, and the expiration of the period, if
any, allowed by applicable law in which to appeal therefrom, or

     

    (d)           The
entry of a decree of judicial dissolution of the Company pursuant to the
Act.

     

    10.2         Winding
Up.  

     

    (a)           Upon
dissolution, the Board of Managers shall proceed to liquidate with reasonable
promptness the Company’s business.  The Board of Managers shall make a
full accounting of Company assets and liabilities, shall cause the Company
assets to be liquidated in an orderly fashion and any proceeds derived therefrom
(or distributed in kind) shall be allocated and distributed as
follows:

     

    (1)           first,
to the payment of all taxes, debts and other obligations and liabilities of the
Company and the necessary expenses of liquidation; provided, however, that all
debts, obligations and other liabilities of the Company as to which personal
liability exists with respect to any Member shall be satisfied, or a reserve
shall be established therefor, prior to the satisfaction of any debt, obligation
or other liability of the Company as to which no such personal liability exists;
and provided, further, that where a contingent debt, obligation or liability
exists, a reserve, which shall be distributed only upon the termination of such
contingency, shall be established to satisfy such contingent debt, obligation or
liability;

     

    (2)           then,
to the Members in proportion to, and to the extent of, their positive Capital
Accounts (after taking into account the allocation of income or loss as provided
in Section 5.2 and Appendix
B).

     

    
      
        
        

      

      
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    (b)           If
Company assets are distributed in kind, the assets so distributed shall be
valued at their current fair market values and the unrealized appreciation or
depreciation in value of the assets shall be allocated to the Members’ Capital
Accounts in the manner described in Section 5.2 and Appendix B as if such
assets had been sold, and such assets shall then be distributed to the Members
in accordance with their respective positive Capital Accounts as so
adjusted.

     

    (c)           To
the extent that Company assets cannot either be sold without undue loss or
readily divided for distribution in kind to the Members, then the Company may,
as determined by the Board of Managers, convey those assets to a trust or other
suitable holding entity established for the benefit of the Members in order to
permit the assets to be sold without undue loss and the proceeds thereof
distributed to the Members at a future date.  The legal form of the
holding entity, the identity of the trustee or other fiduciary, and the terms of
its governing instrument shall be determined by the Board of Managers with the
prior written consent of the Minority Interest.

     

    (d)           The
Company shall use reasonable efforts to distribute the proceeds from a
liquidation in the same calendar year in which the sale of Company assets
occurs.

     

    11.  Exculpation
and Indemnification;
Other
Matters

     

    11.1         Performance of Duties;
Liability of Members.  Except as provided in this Agreement,
neither the Managers nor the Members shall be liable to the Company or any
Member or any other Person bound by this Agreement for any loss or damage
sustained by the Company or the Managers or a Member, unless the loss or damage
shall have been the result of actually proven fraud, deceit, gross negligence,
reckless or intentional misconduct or a knowing violation of law by such Manager
or Member.  The Manager shall perform its managerial duties in good
faith, in a manner that it reasonably believes to be in the best interests of
the Company and its Members, and with such care, including reasonable inquiry,
as an ordinarily prudent person in a like position would use under similar
circumstances.

     

    11.2         Exculpation and
Indemnification.  The Company (a) will defend, indemnify,
protect and hold harmless any Person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that such Person (i) is or was a Member, a
Manager or an officer of the Company or that, being or having been such a
Member, Manager, or officer of such parties, such Person is or was serving at
the request of the Company as a manager, director, officer, employee, consultant
or other agent of another limited liability company, corporation, partnership,
joint venture, trust or other enterprise, or (ii) is or was an officer,
director, member, employee, consultant or other agent of Affiliate, or manager
of a Member, or any of their respective Affiliates and (b) may defend,
indemnify, protect and hold harmless any Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that such Person is or was an employee,
consultant or agent or Affiliate of the Company (all such Persons specified in
subsections (a) and (b) being referred to hereinafter as a “Covered Person”), to
the fullest extent permitted by applicable law in effect on the Effective Date
and to such greater extent as applicable law may hereafter from time to time
permit; provided, however, that any such Covered Person will not be entitled to
indemnification hereunder if the loss or damage was the result of fraud, deceit,
gross negligence, reckless or intentional misconduct or a knowing violation of
law by such Covered Person.  The foregoing defense, indemnification
and hold harmless obligation will extend to (x) any cost, damage, disbursement,
expense, liability, loss, deficiency, diminution in value, obligation, penalty
or settlement of any kind or nature, whether foreseeable or unforeseeable,
including interest or other carrying costs, penalties, and (y) legal, accounting
and other professional fees and expenses reasonably incurred in the
investigation, collection, prosecution and defense of claims and amounts paid in
settlement, that may be imposed on or otherwise incurred or suffered by the
specified Person as a result of such threatened, pending or completed action,
suit or proceeding which shall be paid by the Company when due (“Losses”); provided,
however, that such Covered Person may be required to repay such expenses if it
is determined by agreement between such Covered Person and the Company or, in
the absence of such an agreement, by a final judgment of a court of competent
jurisdiction that such Covered Person is not entitled to be indemnified pursuant
to this Section 11.2.  The Company will be authorized, on behalf of
the Company, to enter into indemnity agreements from time to time with any
Covered Person entitled to be indemnified by the Company hereunder, upon such
terms and conditions as the Board of Managers deems appropriate in its business
judgment.  The indemnification rights set forth herein will be in
addition to, and will not be exclusive of, any other rights to which such
Covered Person may be entitled by contract or otherwise under applicable
law.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    

     

    11.3         Notice;
Procedures.  Promptly after receipt by a Covered Person of
notice of the commencement of any proceeding against such Covered Person, such
Covered Person will, if a claim for indemnification in respect thereof is to be
made against the Company, give written notice to the Company of the commencement
of such proceeding, provided, that the failure of a Covered Person to give
notice as provided herein will not relieve the Company of its obligations under
Section 11.2, except to the extent that the Company is materially prejudiced by
such failure to give notice.  In case any such proceeding is brought
against a Covered Person (other than a proceeding by or in the right of the
Company), after the Company has acknowledged in writing its obligation to
indemnify and hold harmless the Covered Person, the Company will be entitled to
assume the defense of such proceeding; provided, however, that: (a) the Covered
Person will be entitled to participate in such proceeding and to retain its own
counsel at its own expense; and (b) if the Covered Person will give notice to
the Company that in its good faith judgment certain claims made against it in
such proceeding could have a material adverse effect on the Covered Person or
its Affiliates other than as a result of monetary damages, the Covered Person
will have the right to control (at its own expense and with counsel reasonably
satisfactory to the Company) the defense of such specific claims with respect to
the Covered Person (but not with respect to the Company or any other Member);
provided, further, that if a Covered Person elects to control the defense of a
specific claim with respect to such Covered Person, such Covered Person will not
consent to the entry of a judgment or enter into a settlement that would require
the Company (or any other Member) to pay any amounts under Section 11.2 without
the prior written consent of the Company (and such other Member), such consent
not to be unreasonably withheld.  After notice from the Company to
such Covered Person acknowledging the Company’s obligation to indemnify and hold
harmless the Covered Person and electing to assume the defense of such
proceeding, the Company will not be liable for expenses subsequently incurred by
such Covered Person in connection with the defense thereof.  Without
the consent of such Covered Person, the Company will not consent to the entry of
any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Covered Person of a release from all liability arising out of the proceeding and
claims asserted therein.


    
      
         


      

      
        36

        
          

        

      

      
         


      

    

     

    11.4         Insurance.  The
Company will have the power to purchase and maintain insurance on behalf of any
Person who is or was a Covered Person against any liability asserted against
such Person and incurred by such Person in any such capacity, or arising out of
such Person’s status as a Covered Person, whether or not the Company would have
the power to indemnify such Person against such liability under the provisions
of Section 11.2 or under applicable law.  The Company will obtain and
maintain such insurance policies covering the Members, Manager and officers of
the Company as are, in the good faith determination of the Board of Managers,
consistent with its exculpation and indemnification obligations set forth
herein.  The coverage amounts and other terms of each of the insurance
policies will be determined and/or changed by the Company from time to time,
provided, that the Members, Managers and officers of the Company will be listed
as named insureds.

     

    12.  Miscellaneous
Provisions.

     

    12.1         Amendments.  Except
as otherwise provided in this Section 12.1, all amendments to this Agreement
shall be in writing and shall not be effective unless approved by Members
holding a majority of the outstanding Common Units and a majority of the
outstanding  Series A Preferred Units; provided, however, that (a) any
amendment that adversely affects the rights of Holders of Series B Preferred
Units shall not be effective unless also approved by Members holding a majority
of the outstanding Units of Series B Preferred Units, (b) any such amendment
which disproportionately disadvantages one Member relative to another Member of
the same series shall not be effective without the written concurrence of such
disadvantaged Member, and (c) (i) any amendments to Section 4.3(b)
(Contributions by Chardan), Section 4.6 (Exchange Rights of Holders of Common
Units and Series A Preferred Units), Section 4.9 (Issuance of Employee
Incentive Units), Section 5.8 (Payment of Chardan Operating Expenses), Section
6.6 (Chardan Limitations on the Authority of the Board of Managers), Article 8
(Transfer of Units), Section 9.1 (Limitations on Chardan), Section 9.2 (Chardan
Covenants), Section 9.3 (Devotion of Time; Company Opportunities), or
Appendix B Section 118 (Section 704(c) Allocations and Section 120 (Warrants or
Options) must be approved by Chardan; (ii) any amendments to Section 4.6
(Exchange Rights of Holders of Common Units and Series A Preferred Units),
Section 5.5 (Tax Matters for Company Handled by Tax Matters Partner), Section
5.9 (Consistent Reporting), Section 5.10 (Letter Agreements), Section 6.3(e)
(FlatWorld Nominees), Section 6.5 (Minority Interest Limitations on the
Authority of the Board of Managers), Section 6.8 (FlatWorld Limitations on the
Authority of the Board of Managers), Section 6.9(b) Tax Returns, Article 8
(Transfer of Units), Section 12.3 (Entire Agreement), Section 12.7 (Valuation
Dispute), Appendix B Section 118 (Section 704(c) Allocations) and Section 120
(Warrant or Options), and the Capital Contribution amount for FlatWorld set
forth on, or the footnotes to, Appendix C must be
approved by FlatWorld; and (iii) any amendments to Section 4.6 (Exchange
Rights of Holders of Common Units and Series A Preferred Units), Section 5.5
(Tax Matters for Company Handled by Tax Matters Partner), Section 6.3(d) (Stern
Participant Nominees), Section 6.5 (Minority Interest Limitations on the
Authority of the Board of Managers), Section 6.7 (Stern Participants
Limitation on the Authority of the Board of Managers), Article 8 (Transfer of
Units), Appendix B Section 118 (Section 704(c) Allocations) and Section 120
(Warrant or Option) and the Capital Contribution amount for the Stern
Participants set forth on, or the footnotes to, Appendix C must be
approved by the Stern Participants. Amendments to Appendix C following
any issuance, redemption, repurchase, reallocation or Transfer of Units in
accordance with this Agreement, and any amendments made pursuant to Appendix B (other
than Section 118 (Section 704(c) Allocations) or Section 120 (Warrant or Option)
or Appendix C
may be made by the Company with the consent of the Members holding a majority of
the outstanding Series A Preferred Units.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    

     

    12.2         Investment
Representation.  Each Member represents and warrants to each
other and to the Company that it is acquiring its respective interest in the
Company for its own personal account for investment, and without a view to
transferring, reselling, or distributing such interest.  In addition,
no Member shall sell or dispose of his interest in the Company in a manner that
violates any Federal or state securities laws.  Each Member shall
indemnify and hold the Company harmless from and against all liability, costs
and expenses, including reasonable attorneys’ fees, incurred by the Company or
the Members, as a result of a breach of the representations and warranties made
in this Section by such Member.

     

    12.3         Entire
Agreement.  Subject to the terms and conditions of Section
5.10, this Agreement constitutes the entire Agreement between the parties with
respect to the subject matter of this Agreement and may be modified only as
provided herein.  No representations or oral or implied agreements
have been made by any party hereto or his agent, and no party to this Agreement
relies upon any representation or agreement not set forth in it.  This
Agreement supersedes any and all other agreements, either oral or written, by
and among the Company and its Members relating to the subject matter of this
Agreement, other than as provided in Section 5.10.

     

    12.4         Jurisdiction.  Each
Member hereby consents to the exclusive jurisdiction of the state and federal
courts sitting in Florida in any action on a claim arising out of, under or in
connection with this Agreement or the transactions contemplated by this
Agreement.  Each Member further agrees that, to the fullest extent
permitted by law, personal jurisdiction over him, her or it may be effected by
service of process by registered or certified mail addressed as provided in
Appendix C of
this Agreement, and that when so made will be as if served upon him, her or it
personally.  EACH OF THE MEMBERS HEREBY WAIVES TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR RELATING TO THE COMPANY OR ITS
OPERATIONS.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    12.5         Partition.  Each
Member and Holder irrevocably waives any right that it may have to maintain an
action for partition with respect the property of the Company.

     

    12.6         Notices.  All
notices or other communications required or permitted hereunder shall be in
writing and shall be deemed to have been duly given if (a) physically delivered,
telephonically transmitted by telecopier, fax or other similar means, (b) one
(1) day after having been delivered to Federal Express or other delivery courier
for next day delivery, with proof of delivery to the recipient received by the
courier in the form of a signature of recipient, (c) three (3) days after having
been deposited in the United States Mail, as certified mail with return receipt
requested and with postage prepaid, or (d) transmitted by electronic mail or
similar means, provided that a physical copy is subsequently delivered by means
described in (a), (b) or (c) above, addressed to the Members at the addresses
listed in Appendix
C.  The addresses and other information so indicated for any
Member may be changed by a Member by written notice to the Company.

     

    12.7         Valuation
Disputes.  As provided in this Section 12.7, Members, other
than Chardan, (the “Minority Members”)
may dispute any determination by the Board of Managers of (a) the Value as
determined by the Board of Managers under the definition of Value; (b) gross
fair market value; or (c) a determination under Section 4.3(a), in each case, if
the determination directly impacts Units held by them (any of the foregoing
determinations, a “Manager
Determination”).  Promptly following any Manager Determination,
the Company shall provide the Minority Members holding Units impacted by the
Manager Determination (“Impacted Minority
Members”) with written notice of that determination in reasonable detail,
including its calculations thereof.  If any of the Impacted Minority
Members dispute the Manager Determination, they shall notify the Manager in
writing of that dispute within thirty (30) days after delivery of the
calculation of the Manager Determination and any reasonably requested supporting
information, which notice shall describe the nature of their dispute and their
calculation of the relevant fair market value or Value, as the case may be,
applicable to the Manager Determination.  During the thirty (30) day
period of its review, the Impacted Minority Members will have reasonable access
to any documents, schedules or other information used by the Company in making
the Manager Determination.  The Impacted Minority Members and the
Board of Managers agree to negotiate in good faith to resolve any dispute
regarding the Board of Managers determination.  If the Impacted
Minority Members and the Board of Managers are unable to resolve all disputes
within thirty (30) days after the Impacted Minority Members’ delivery to the
Board of Managers of written notice of that dispute, then the dispute will be
submitted for final and binding resolution to an independent third party
accounting firm or appraiser (the “Arbitrator”) selected
by a person designated by the Impacted Minority Member who own a majority of the
Membership Units held by all Impacted Minority Members (the “ Impacted Minority
Interest Representative”) and the Board of Managers in good faith.  If
the parties cannot agree on an Arbitrator, the parties shall each choose a
proposed Arbitrator and such two proposed Arbitrators shall choose a third
Arbitrator who shall act as sole Arbitrator.  The Arbitrator will
resolve the matter in accordance with the terms and provisions of this
Agreement.  The Arbitrator will deliver to the Impacted Minority
Interest Representative and the Manager as promptly as practicable and in any
event within sixty (60) days after its appointment, a written report setting
forth the resolution of any such dispute determined in accordance with the terms
of this Agreement.  The Arbitrator shall select as a resolution the
position of either the Impacted Minority Members or the Board of Managers for
each issue in dispute and may not impose an alternative
resolution.  The Arbitrator shall make its determination based
exclusively on presentations and supporting material provided by the parties and
not pursuant to any independent review.  The determination of the
Arbitrator shall be final and binding on the Members and Company.  The
fees, expenses and costs of the Arbitrator shall be paid by the
Company.


    
      
         


      

      
        39

        
          

        

      

      
         


      

    

     

    12.8         Further
Execution.  Upon request of the Company from time to time, the
Members shall execute and swear to or acknowledge any amended Certificate and
any other writing which may be required by any rule or law or which may be
appropriate to the effecting of any action by or on behalf of the Company or the
Members which has been taken in accordance with the provisions of this
Agreement.

     

    12.9         Binding
Effect.  This Agreement shall be binding upon and shall inure
to the benefit of the parties, their successors and permitted
assigns.  None of the provisions of this Agreement shall be construed
as for the benefit of or as enforceable by any creditor of the Company or the
Members or any other person not a party to this Agreement.

     

    12.10       Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which shall constitute one
instrument.  The Company shall have custody of counterparts executed
in the aggregate by all Members.

     

    12.11       Interpretation and
Construction.

     

    (a)           Consistency With Act and
Regulations.  All terms (whether or not capitalized) used in
this Agreement and not defined in Appendix A, Appendix B, or Appendix C, or
elsewhere in this Agreement shall have the meaning ascribed to such term and be
construed in accordance with the Act and the Regulations, unless the context
clearly requires a different interpretation.

     

    (b)           Delaware Law to
Control.  The validity and interpretation of, and the
sufficiency of performance under, this Agreement shall be governed by Delaware
law, without regard to its conflicts of law rules.

     

    (c)           Arrangement and
Classification.  This Agreement is divided into articles, and
sometimes further subdivided into sections, subsections, paragraphs,
subparagraphs and clauses, in that order of subdivision.  The division
of this Agreement into subdivisions is for convenience only.  No
inference, implication or presumption shall be drawn or made because of the
location or grouping of any particular subdivision of this
Agreement.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    (d)           Captions.  All
captions are for convenience only, do not form a substantive part of this
Agreement and shall not restrict or enlarge any substantive provisions of this
Agreement.

     

    (e)           Severability.  The
invalidity or unenforceability of any provision of this Agreement in a
particular respect shall not affect the validity and enforceability of any other
provision of this Agreement or of the same provision in any other
respect.

     

    (f)           Number.  The
singular form of any word used in this Agreement shall include the plural and
vice versa.

     

    (g)           Gender.  The
use in this Agreement of any word of any gender shall include correlative words
of all genders.

     

    (h)           Including. The term
“including” shall mean including without limitation.

     

    (i) 
          Timeliness. If any
action is required to be taken or notice is required to given on or by a
particular day and such day is not a Business Day, such action or notice shall
be considered timely if it is taken or given on or before the next Business
Day.

     

    (j)   
        Amendments. Except as
otherwise expressly provided herein, all references in this Agreement to an
agreement, document, certificate, or other written instrument shall be
considered a reference to such agreement, document, certificate or instrument,
in each case together with all exhibits, schedules, attachments and appendices
thereto and as amended, supplemented, restated or otherwise modified from time
to time in accordance with the terms thereof.  Except as otherwise
expressly provided herein, all references in this Agreement to any law, statute,
rule or regulation shall be considered a reference to such law, statute, rule or
regulation as the same may be supplemented, amended, consolidated, superseded or
modified from time to time, including any successor thereto.


    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the parties has executed this Amended and Restated
Limited Liability Company Agreement as of the date first set forth above, agrees
to be bound by this Agreement.


    
      


      
        
          
            
              
                
                  	 
      	
                          DAL
      GROUP, LLC

                        
	 
      	 
      
	 
      	
                          By:  FLATWORLD
      DAL LLC, its Member

                        
	 
      	 
      
	 
      	
                          By: 

                        	
                          NAGINA
      ENGINEERING INVESTMENT CORP., its Member

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	
                          Name: 

                        	
                          Raj
      K. Gupta

                        
	 
      	
                          Title:

                        	
                          President

                        
	 
      	 
      
	 
      	
                          MEMBERS

                        
	 
      	 
      
	 
      	
                          CHARDAN
      2008 CHINA ACQUISITION CORP.

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Chief
      Executive Officer

                        
	 
      	 
      
	 
      	
                          PROFESSIONAL
      TITLE AND ABSTRACT COMPANY OF FLORIDA, INC.

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          David
      J. Stern, President

                        
	 
      	 
      
	 
      	
                          FLATWORLD
      DAL, LLC

                        
	 
      	 
      
	 
      	
                          By:

                        	
                          FORTUNA
      CAPITAL PARTNERS LP, its  Member

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          FORTUNA
      CAPITAL CORP., its General Partner

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	
                          Name: 

                        	
                          Jeffrey
      A. Valenty

                        
	 
      	
                          Title:

                        	
                          President

                        


                

              

            

          

        

      

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      
        
          
            	 
      	
                    FORTUNA
      CAPITAL PARTNERS LP

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    FORTUNA
      CAPITAL CORP., its General Partner

                  
	 
      	
                     
      

                  	 
      
	 
      	
                    By:

                  	 
      
	 
      	
                    Name: 

                  	
                    Jeffrey
      A. Valenty

                  
	 
      	
                    Title:

                  	
                    President

                  


          

        

      

      

        
          
             


          

          
            43

            
              

            

          

          
             


          

        

      

       

    

    APPENDIX
A

     

    As used
in this Agreement, the following terms shall have the following
meanings:

     

    The
“Act” means the
Delaware Limited Liability Company Act being 6 Del. C. § 18-101 et seq..

     

    “Additional Capital
Contribution” is defined in Section 4.3(a).

     

    “Adjustment Factor” means 1.0;
provided, however, that in the case of the Adjustment Factor as it applies to
the Exchange of Common Units, if a Chardan Ordinary Share Division occurs, then
the Adjustment Factor shall be adjusted by multiplying the Adjustment Factor in
effect immediately prior to such event by a fraction, (a) the numerator of which
shall be the number of shares of Chardan Ordinary Shares issued and outstanding
on the record date for such Chardan Ordinary Share Division, plus shares of
Chardan Ordinary Shares issuable under Chardan Series A Preferred Shares
outstanding on the Effective Date that remain outstanding on the record date for
such Chardan Ordinary Share Division, (assuming for such purposes that such
Chardan Ordinary Share Division has occurred as of such time), and (b) the
denominator of which shall be the actual number of shares of Chardan Ordinary
Shares  issued and outstanding on the record date for such Chardan
Ordinary Share Divisions plus shares issuable under Chardan Series A Preferred
Shares outstanding on the Effective Date that remain outstanding on the record
date for such distribution (determined without the above
assumption).

     

    Any
adjustments to the Adjustment Factor shall become effective immediately after
the effective date of such event, retroactive to the record date, if any, for
such event.

     

    “Affiliate” means (i) any
Person directly or indirectly controlling, controlled by or under common control
with another Person, (ii) any Person owning or controlling ten percent (10%) or
more of the outstanding voting securities of such other Person, (iii) any
officer, director, member or partner of such Person, or (iv) a Person who is an
officer, director, member, partner or holder of ten percent (10%) or more of any
of the voting interests of any Person described in clauses (i) through (iii) of
this sentence with respect to such other Person.  In the case of an
individual, the term shall further mean such individual’s spouse, lineal
descendants, lineal ancestor or siblings or a trust established for the benefit
of or in favor of an individual or the individual’s spouse, lineal descendants,
lineal ancestor or siblings.

     

    “Agreement” means this Amended
and Restated Operating Agreement and amendments adopted in accordance with this
Agreement and the Act.

     

    “Arbitrator” is defined in
Section 12.7.

     

    “B1 Units” is defined in
Section 4.1(c)(3)(A).

     

    “B1 Threshold” is defined in
Section 4.1(c)(3)(A).


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

     

    “B2 Units” is defined in
Section 4.1(c)(3)(B).

     

    “B2 Threshold” is defined in
Section 4.1(c)(3)(B).

     

    “B3 Units” is defined in
Section 4.1(c)(3)(C).

     

    “B3 Threshold” is defined in
Section 4.1(c)(3)(C).

     

    “B4 Units” is defined in
Section 4.1(c)(3)(D).

     

    “B4 Threshold” is defined in
Section 4.1(c)(3)(D).

     

    “B5 Units” is defined in
Section 4.1(c)(3)(E).

     

    “B5 Threshold” is defined in
Section 4.1(c)(3)(E).

     

    “Bankruptcy” means, with
respect to a Person, that such Person, (i) becomes Insolvent or fails or is
unable or admits in writing its inability generally to pay its debts as they
become due, (ii) makes a general assignment or arrangement with or for the
benefit of its creditors, (iii) institutes or has instituted against it a
proceeding seeking a judgment of insolvency or bankruptcy or any other relief
under any bankruptcy or insolvency law or other similar law affecting creditors’
rights, or a petition is presented for the winding-up or liquidation of such
Person, and, in the case of any such proceeding or petition instituted or
presented against it, such proceeding or petition (a) results in a judgment of
insolvency or bankruptcy or the entry of an order for relief or the making of an
order for the winding-up or liquidation of such Person or (b) is not dismissed,
discharged, stayed or restrained in each case within sixty (60) days of the
institution or presentation thereof, (iv) seeks or becomes subject to the
appointment of an administrator, receiver, trustee, custodian or other similar
official for it or for all or substantially all its assets (regardless of how
brief such appointment may be, or whether any obligations are promptly assumed
by another entity or whether any other event described in this clause (iv) has
occurred and is continuing); or (v) is the subject of any event which, under the
applicable laws of any jurisdiction, has an analogous effect to any of the
events specified in clauses (i) through (iv) (inclusive) of this
definition.

     

    “Board” is defined in Section
4.6(c).

     

    “Board of Managers” is defined
in Section 6.1.

     

    “Business Day” means any day
other than a Saturday, Sunday or legal holiday under the laws of the State of
Florida or any other day on which banking institutions located in such state are
authorized or required by law or other governmental action to
close.

     

    “Capital Account” or “Capital Accounts” is defined
in Section 102 of Appendix
B.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

     

    “Capital Contributions” means
the amount of money or gross fair market value on the date of contribution of
property, contributed or obligated to be contributed to the Company by a Member,
net of any liabilities of the Member assumed by the Company or to which such
property contributed is subject.

     

     “Cash Amount” means an amount
of cash equal to the product of (i) the Value of a share of Chardan Ordinary
Shares and (ii) the Chardan Ordinary Share Amount, determined as of the
applicable Valuation Date and the Value of Rights included in the Chardan
Ordinary Share Amount.  For the Series A Preferred Units, the Cash
Amount shall be equal to the greater of (a) the Value of the Chardan Series A
Preferred Shares for which the Tendered Units are exchangeable, if the Chardan
Series A Preferred Shares is publicly traded, (b) the Value of the Chardan
Ordinary Shares into which such Chardan Series A Preferred Shares is
convertible, if it is not publicly traded, or (c) the Series A Preferred
Unreturned Capital Amount for the Tendered Units.

     

    “Cause” with respect to a
Manager means the occurrence of any of the following events:

     

    (i)    such
Manager’s theft from, material act of dishonesty or fraud involving, or
intentional falsification of any records of, the Company or any of its
Affiliates;

     

    (ii)   such
Manager’s material breach of any other agreement with the Company or its
Affiliates, (1) covering the use or disclosure of confidential or proprietary
information of the Company or any of its Affiliates, customers or clients, (2)
covering ownership of intellectual property or restrictions on competition or
(3) regarding solicitation of employees or agents, after written notice is
delivered identifying the breach, and such breach is not cured within thirty
(30) days following receipt of such notice;

     

    (iii)  such
Manager’s gross negligence or willful misconduct in the performance of such
Manager’s duties as a Manager under this Agreement (but not mere unsatisfactory
performance) after written notice is delivered identifying the failure, and such
failure is not cured within thirty (30) days following receipt of such notice;
or

     

    (iv)  such
Manager’s conviction (including plea of guilty or nolo contendere) of a crime
involving (A) imprisonment that materially interferes with such Manager’s
performance of duties or (B)  moral turpitude.

     

    The
“Certificate” means the
Certificate of Formation of the Company, including any restatements or
amendments, which are filed with the Delaware Division of
Corporations.

     

    “Change of Control” means any
sale of all or substantially all of the assets of Chardan or the Company, any
transaction resulting in Chardan no longer owning a majority of the fully
diluted Common Units, any merger involving Chardan in which Chardan is not the
survivor (other than a migratory merger) or any person or group of persons (as
defined in Section 13(d) of the Securities and Exchange Act of 1934 (other than
a current shareholder of C) becoming beneficial owner of 50% or more of the
outstanding Chardan Ordinary Shares.


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    

     

    “Chardan” is defined in the
Preamble.

     

    “Chardan Articles” means the
amended and restated Memorandum and Articles of Association of Chardan, as
amended from time to time.

     

    “Chardan Capital Transaction”
is defined in Section 4.3(b).

     

    “Chardan Convertible Security”
is defined in Section 4.3(b).

     

    “Chardan Operating Expenses”
means the operating expenses incurred by Chardan, including audit fees, public
company compliance expenses, outside director fees, expenses of preparing
financial statements and tax returns, and any other operating
expenses.

     

    “Chardan Operating Expenses
Invoice” is defined in Section 5.9.

     

    “Chardan Ordinary Share
Amount” means a number of shares of Chardan Ordinary Shares or Chardan
Series A Preferred Shares equal to the product of (i) the number of Tendered
Units and (ii) the Adjustment Factor; provided, however, that, if Chardan issues
to Holders of shares of Chardan Ordinary Shares or Chardan Series A Preferred
Shares as of a certain record date rights, options, warrants or convertible or
exchangeable securities entitling Chardan’s shareholders to subscribe for or
purchase Chardan Ordinary Shares or Chardan Series A Preferred Shares, or any
other securities or property (collectively, the “Rights”), with the record
date for such Rights issuance falling within the period starting on the date of
the Notice of Exchange and ending on the day immediately preceding the Specified
Exchange Date, which Rights will not be distributed before the relevant
Specified Exchange Date, then the Chardan Ordinary Share Amount shall also
include such Rights that a holder of that number of shares of Chardan Ordinary
Shares or Chardan Series A Preferred Shares would be entitled to
receive.

     

    “Chardan Ordinary Share
Division” or “Chardan
Ordinary Share Divisions” means when Chardan (i) pays a dividend on its
outstanding Chardan Ordinary Shares in Chardan Ordinary Shares or makes a
distribution to all Holders of its outstanding Chardan Ordinary Shares in shares
of Chardan Ordinary Shares, (ii) splits or subdivides its outstanding Chardan
Ordinary Shares, or (iii) effects a reverse share split or otherwise combines
its outstanding Chardan Ordinary Shares into a smaller number of shares of
Chardan Ordinary Shares.

     

    “Chardan Ordinary Shares”
means the ordinary shares of Chardan, par value $0.001 per share.

     

    “Chardan Permitted Activities”
is defined in Section 9.4.


    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    

     

    “Chardan Warrants” means the
11,166,666 warrants issued by Chardan, including the 6,875,000 warrants issued
in its initial public offering, the 2,000,000 Private Placement Warrants (as
defined in the Warrant Sale Agreement) and the 2,291,666 Existing Shareholders’
Warrants (as defined in the Warrant Sale Agreement), in each case, exercisable
at $5.00 each for one share of Chardan Ordinary Shares, expiring on August 11,
2012.

     

    “Chardan Series A Preferred
Shares” means the series A preferred shares of Chardan, par value $0.001
per share, which (i) are convertible into Chardan Ordinary Shares on the same
terms that the Series A Preferred Units are convertible into Common Units as set
forth in Section 4.7, and (ii) have the same non-participating liquidation
preference as each Series A Preferred Unit.

     

    “Closing Date” shall have the
meaning set forth in the Contribution Agreement.

     

    The
“Code” means the
Internal Revenue Code of 1986.

     

    “Common Units” means (i) that
certain class of Units granted to Holders of Common Interests on the Effective
Date and from time to time upon making of any Additional Capital Contribution
pursuant to Section 4.3 of this Agreement,  and (ii) any Series A
Preferred Units and any Series B Preferred Units that convert into Common
Units.

     

    The
“Company” is defined in
the Preamble.

     

    “Company Membership Interest
Division” means the Company (i) pays a Distribution on its outstanding
Common Units in equity securities of the Company, (ii) splits or subdivides the
outstanding Common Units, or (iii) effects a reverse split of Common Units or
otherwise combines its outstanding Common Units into smaller number of Common
Units.

     

    “Contribution Agreement” means
that certain Contribution and Membership Interest Purchase Agreement by and
among Chardan, the Stern Participants, and FlatWorld dated the date of this
Agreement.

     

    “Conversion” is defined in
Section 4.7(a).

     

    The
“Conversion Factor”
means 1.0; provided, however, that if a Company Membership Interest Division
occurs, then the Conversion Factor shall be adjusted by multiplying the
Conversion Factor in effect immediately prior to such event by a fraction, (a)
the numerator of which shall be the number of Common Units issued and
outstanding on the record date of such Distribution, split, subdivision, reverse
split or combination plus the Common Units issuable upon the conversion of the
Series A Preferred Units and Series B Preferred Units (assuming for such
purposes that such Distribution, split, subdivision, reverse split or
combination has occurred at such time) and (b) the denominator of which shall be
the actual number of Common Units (determined without the above assumption)
issued and outstanding on the record date for such Distribution, split,
subdivision, reverse split or combination plus the Common Units issuable upon
conversion of the Series A Preferred Units and Series B Preferred
Units.


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    

     

    “Converted Amount” means that
number of Series A Preferred Units or Series B Preferred Units of a Holder that
are being converted into Common Units pursuant to Section 4.7 with respect to
Series A Preferred Units and that automatically convert pursuant to Section
4.1(c) with respect to Series B Preferred Units.

     

    “Converting Party” is defined
in Section 4.7(b).

     

    “Covered Person” is defined in
Section 11.2.

     

    “DAL Warrants” is defined in
Section 4.8.

     

    “Disposition” is defined in
Section 6.7.

     

    “Distributable Cash” means, at
any time, that portion of the cash and cash equivalent assets of the Company,
other than cash and cash equivalent assets derived from Capital Proceeds, which,
in light of the Company’s then current and foreseeable sources of, and needs
for, cash, exceeds the amount of cash reasonably needed by the Company, as
determined by the Board of Managers, to (i) service its debts and obligations in
a timely fashion, (ii) maintain reasonable operating and capital reserves, and
(iii) conduct its business and carry out its purposes.

     

    “Distribution” or “Distributions” means each
distribution made by the Company to a Member with respect to such Member’s
Units, whether in cash, property or securities of the Company and whether by
liquidating distribution or otherwise; provided that none of
the following shall be a Distribution: (i) any recapitalization that does not
result in the distribution of cash or property to Members or any exchange of
securities of the Company, and any subdivision (by Unit split or otherwise) or
any combination (by reverse Unit split or otherwise) of any outstanding Units,
or (ii) any payments made to a Member as consideration for services or for a
sale or exchange of property.

     

    “Distribution Date” means any
date on which a Distribution is made.

     

    “DJS” means the Law Offices of
David J. Stern, P.A. and shall include its Affiliates and Permitted
Transferees.

     

    “DSI” means Default Servicing,
Inc. and shall include its Affiliates and Permitted Transferees.

     

    “Economic Interest” means a
Member’s share of the Company’s net income, net losses and distributions of the
Company’s assets pursuant to this Agreement and the Act, but shall not include
any other rights of a Member, including the right to vote or participate in the
management of, or any right to information concerning, the business and affairs
of the Company.


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    

     

    “Effective Date” means the
closing date of the transactions contemplated by the Contribution
Agreement.

     

    “Employee Incentive Units” is
defined in Section 4.9.

     

    “Entity” means any corporation
(including any non-profit corporation), general partnership, limited
partnership, limited liability partnership, joint venture, estate, trust or
company (including any limited liability company or joint stock company or other
legal entity).

     

    “Equity Securities” means (i)
Units or other equity interests in the Company (including other classes or
groups thereof having such relative rights, powers and duties as may from time
to time be established pursuant to the provisions of this Agreement, including
rights, powers and/or duties senior to existing classes and groups of Units and
other equity interests in the Company), (ii) obligations, evidences of
indebtedness or other securities or interests convertible or exchangeable into
Units or other equity interests in the Company, and (iii) warrants, options or
other rights to purchase or otherwise acquire Units or other equity interests in
the Company.

     

    “Exchange” is defined in
Section 4.6(a).

     

    “Exchanged Assets” is defined
in Section 6.7.

     

    The
“Fiscal Year” of the
Company, and its taxable year for Federal income tax purposes, shall be the
calendar year or such other year required under Code Section 706.

     

    “FlatWorld Owners” means the
direct and indirect owners of FlatWorld including FlatWorld Capital LLC,
Fortuna, Fortuna Capital Corp., Nagina Engineering Investment Corp., Raj K.
Gupta and Jeffrey A. Valenty.  In the case of an individual, the term
shall further mean such individual’s spouse, lineal descendants, lineal ancestor
or siblings or a trust established for the benefit of or in favor of an
individual or the individual’s spouse, lineal descendants, lineal ancestor or
siblings.

     

    “FlatWorld” is defined in the
Preamble and shall include its Affiliates and Permitted
Transferees.

     

    “FlatWorld Letter Agreement”
means that certain letter agreement dated November ____,   2009,
among the Company, FlatWorld and Fortuna.

     

    “Fortuna” is defined in the
Preamble.

     

     “Governmental Authority” means
any (i) nation, principality, state, commonwealth, province, territory, county,
municipality, district or other jurisdiction of any nature, (ii) federal, state,
local, municipal, foreign or other government, (iii) government or quasi
governmental authority of any nature (including any governmental division,
subdivision, department, agency, bureau, branch, office, commission, council,
board, instrumentality, officer, official, representative, organization, unit,
body or Entity and court or other tribunal), or (iv) Person exercising, or
entitled to exercise, any executive, legislative, judicial, administrative,
regulatory, police, military or tax authority or power of any nature on behalf
of one or more of the forgoing.


    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    

     

    “Holder” means a person who is
the owner of any Common Units, Series A Preferred Units or Series B Preferred
Units or any other equity interest in the Company approved by the Board of
Managers from time to time in accordance with this Agreement; provided, however,
that any such Holder will not be a Member unless and until such Holder has been
admitted as a Member in accordance with the terms of this
Agreement.

     

    “Impacted Minority Interest
Representative” is defined in Section 12.7.

     

    “Impacted Minority Members” is
defined in section 12.7.

     

    “Initial Period” means from
the date of this Agreement until the fifth anniversary of the Effective Date or,
if earlier, until the death of David J. Stern; provided that in no event shall
the Initial Period end until the Post-Closing Cash is paid in full.

     

    “Insolvent” means (i) the
inability of the Company to pay its debts as they become due in the usual course
of business, or (ii) that the fair market value of the Company’s assets are less
than the sum of its liabilities (limited in the case of a nonrecourse liability
to the fair market value of the Company’s asset securing such
liability)  plus (absent any contrary provisions in this Agreement)
the amount which would be needed on distribution to satisfy any preferential
rights of Members which are superior to the rights of any Members receiving a
distribution.

     

    “Legal
Requirement”  means any federal, state, local, municipal,
foreign, or other law, statute, legislation, constitution, principle of common
law, resolution, ordinance, code, order edict, decree, proclamation, treaty,
convention, rule, regulation, permit, ruling, directive, pronouncement,
requirement (licensing or otherwise), specification, determination, decision,
opinion or interpretation that is, has been or may in the future be issued,
enacted, adopted, passed, approved, promulgated, made, implemented, or otherwise
put into effect by or under any Governmental Authority.

     

    “Letter Agreement” means
either the FlatWorld Letter Agreement or the Series B Letter
Agreement.

     

    “Losses” is defined in Section
11.2.

     

    “Majority Interest” means
those Members holding more than 50% of the Membership Units.

     

    “Manager” means a member of
the Board of Managers.

     

    “Manager Determination” is
defined in Section 12.7.


    
      
         


      

      
        A-8

        
          

        

      

      
         


      

    

     

    “Market Price” on any date
shall mean, with respect to any share of Chardan Ordinary Shares, the Closing
Price for such Chardan Ordinary Shares on such date and with respect to any
other publicly traded security, the Closing Price for such security on such
date.  The “Closing
Price” on any date shall mean the last quoted or reported sales price on
The Nasdaq Stock Market or other principal securities exchange on which the
Chardan Ordinary Shares are traded, or, if not so quoted or reported, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System or, if such system is no longer in use, the principal other
automated quotation system that may then be in use or, if no trading price is
available for such Chardan Ordinary Shares, the fair market value of the Chardan
Ordinary Shares, as determined in good faith by the Board of
Managers.

     

    “Members” means a Person
executing this Agreement as a Member, until such Person ceases to be a Member
pursuant to this Agreement and the Act.  Any reference to a Member,
unless the context clearly requires otherwise, shall include a reference to his
predecessor and successor (other than a mere assignee not made a substitute
Member) in interest.

     

    “Membership Interest” means
Common Interests, as described in Section 4.1(a), Series A Preferred Interests,
as described in Section 4.1(b) and Series B Preferred Interests, as described in
Section 4.1(c).

     

    “Membership Percentage” means,
as to each Member, the percentage obtained by dividing the number of Common
Units held by a Member, set forth on Appendix C, assuming
that the Series A Preferred Units held by such Member are converted to Common
Units, divided by all issued and outstanding Common Units, as set forth on Appendix C, assuming
all issued and outstanding Series A Preferred Units are converted into Common
Units.

     

    “Membership Unit” or “Membership Units” means each
Common Unit outstanding, assuming all of the Series A Preferred Units were
converted into Common Units.

     

    “Minority Interest
Representative” is defined in Section 5.5.

     

    “Minority Interests” means
those Members, other than Chardan, holding more than 50% of the Membership
Percentages owned by Members other than Chardan.

     

    “Minority Members” is defined
in Section 12.7.

     

    “Newly Formed LLC Interests”
is defined in Section 6.7.

     

    “Notice of Conversion” is
defined in Section 4.7(b).

     

    “Notice of Exchange” is
defined in Section 4.6(b).


    
      
         


      

      
        A-9

        
          

        

      

      
         


      

    

     

    “Options” means any rights,
warrants or options to subscribe for or purchase Units or Convertible
Securities.

     

    “Original Operating Agreement”
is defined in Recital A.

     

    “Person” means an individual,
general partnership, limited partnership, limited liability company,
corporation, trust, estate real estate investment trust, association or any
other entity.

     

    “Permitted Transferee” means
an Affiliate of a Member, provided that, for purposes of this definition each
place the definition for “Affiliate” includes reference to “10%”, it shall be
read as “50%”, or another Member.

     

    “Post-Closing Cash” means
amounts payable to the Stern Participants as provided in Section 2.5 of the
Contribution Agreement.

     

    “Profits and Losses” is
defined in Section 101 of Appendix
B.

     

    “PTA” is defined in the
Preamble and shall include its Affiliates and Permitted
Transferees.

     

    “Registrable Securities” is
defined in Section 4.6(b).

     

    “Registration Rights
Agreement” shall have the meaning set forth in the Contribution
Agreement.

     

    “Registration Expiration
Date” is defined in Section 4.6(a).

     

    “Section 704(c) Gain Event”
is defined in Section 6.8.

     

    “Securities Act” means the
Securities Act of 1933.

     

    “Series A Capital
Contribution” means $25,000,000 in the aggregate and $15.00 per Series A
Preferred Unit.

     

    “Series A Preferred Units”
means that certain class of Units issued on the Effective Date and designated as
such as set forth in Appendix C on the Effective Date.

     

    “Series A Preferred Unreturned
Capital Amount” means with respect to a Holder of a Series A Preferred
Unit, the amount by which the Series A Capital Contribution made by such Holder
for the Series A Preferred Unit exceeds the aggregate amount previously
distributed to such Holder pursuant to Section 10.2(a)(2) with respect to the
Series A Preferred Unit.


    
      
         


      

      
        A-10

        
          

        

      

      
         


      

    

     

    “Series B Letter Agreement”
means that certain letter agreement dated November _, 2009, among the
Company, FlatWorld, Fortuna and the Stern Participants relating to the Series B
Preferred Units.

     

    “Series B Preferred Units”
means that certain class of Units issued on the Effective Date and designated as
such as set forth in Appendix C on the
Effective Date.

     

    “Series B Threshold” means, as
to the Series B1 Preferred Interests, the B1 Threshold, as to the Series B2
Preferred Interests, the B2 Threshold, as to the Series B3 Preferred Interests,
the B3 Threshold, as to the Series B4 Preferred Interests, the B4 Threshold, and
as to the Series B5 Preferred Interests, the B5 Threshold.

     

     “Specified Conversion Date”
means the tenth (10th) Business Day after the receipt by the Company of a Notice
of Conversion.

     

    “Specified Exchange Date”
means the tenth (10th) Business Day after the receipt by Chardan of a Notice of
Exchange; provided, however, that the Specified Exchange Date or the closing of
an Exchange, on any Specified Exchange Date, may be deferred, in Chardan’s sole
and absolute discretion, for such time (but in any event not more than sixty
(60) days in the aggregate) as may reasonably be required to effect, as
applicable, compliance with the Securities Act or other law (including, (a)
state “blue sky” or other securities laws, and (b) the expiration or termination
of the applicable waiting period, if any, under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976).

     

     “Stern Participants” means
collectively DJS, PTA and DSI and shall include Permitted Transferees who
acquire Units from Stern Participants.  Any action to be taken by the
Stern Participants shall be taken upon approval of the Stern Participants owning
a majority of the Common Units held by the Stern Participants, assuming the
conversion of the Series A Preferred Units into Common Units.

     

    “Subsidiary” means, with
respect to any Person, (i)  a corporation, if a majority of the total
voting power of shares of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof, or (ii)  a limited liability company, partnership, association or
other business entity (other than a corporation), if a majority
of  the voting interests thereof are at the time owned or controlled,
directly or indirectly, by any Person or one or more Subsidiaries of that Person
or a combination thereof.  For purposes hereof, references to a
“Subsidiary” of the Company shall be given effect only at such times that the
Company has one or more Subsidiaries, and, unless otherwise indicated, the term
“Subsidiary” refers to a Subsidiary of the Company.


    
      
         


      

      
        A-11

        
          

        

      

      
         


      

    

     

    “Tax Matters Partner” means
PTA, as long as it qualifies as a tax matter partner under Code Section
6231(a)(7), or such other Member selected by the Board of Managers which meets
such qualification.

     

    “Tax Position” shall have the
meaning ascribed to it in the Letter Agreement.

     

    “Tax Proceedings” is defined
in Section 5.5.

     

    “Tendered Units” is defined in
Section 4.6(a).

     

    “Tendering Party” is defined
in Section 4.6(b).

     

    “Transaction Threshold” is
defined in Section 4.1(c)(2).

     

    “Transfer”  means,
when used as a noun, any sale, exchange, assignment, gift or other disposition
of Units; and when used as a verb, to sell, exchange, assign, give or otherwise
dispose of Units, as the context shall require, whether voluntarily or
involuntarily, and whether absolutely or as a pledge of security, including, to
convey Units as a result of death, the foreclosure of a security interest in
Units or any levy, or attachment; or the issuance of a charging order with
respect to all or any portion of a Unit.

     

    “Treasury Regulations” means
temporary and final Treasury regulations on Income Tax adopted by the United
States Department of the Treasury under the Code and the corresponding sections
of any regulations subsequently issued that amends or supersedes such
regulations.

     

    “Underwriter Options” means
options issued by Chardan to the underwriters in its initial public offering to
purchase units consisting of Chardan Ordinary Shares and Chardan
Warrants.

     

    “Unit Amount” means the number
of Units equal to the product of (i) the Converted Amount, and (ii) the
Conversion Factor; provided, however, that, if the Company issues to holders of
Units Unit Rights with the record date for such Unit Rights issuance falling
within the period starting on the date of the Notice of Conversion and ending on
the day immediately preceding the Specified Conversion Date, which Unit Rights
will not be distributed before the relevant Specified Conversion Date, then the
Unit Amount shall also include such Unit Rights that a holder of that number of
Unit would be entitled to receive.

     

    “Unit Rights” means rights,
Options or Convertible Securities or other securities or rights convertible into
or exchangeable or exercisable for Units.

     

    “Units” means units of
Membership Interests or other equity securities of the Company issued by the
Company and certificated pursuant to Section 4.10.


    
      
         


      

      
        A-12

        
          

        

      

      
         


      

    

     

    “Valuation Date” means the
date of any determination of Value or Market Price to be made pursuant to this
Agreement, specifically including in connection with a determination under
Section 4.6, the date of receipt by Chardan of a Notice of
Exchange.

     

    “Value” means, on any
Valuation Date with respect to a share of Chardan Ordinary Shares or other
publicly traded interest, the volume weighted average of the daily Market Prices
for thirty (30) consecutive trading days immediately preceding and including the
Valuation Date.  If the Chardan Ordinary Share Amount includes Rights
(as defined in the definition of Chardan Ordinary Share Amount) that a Holder of
Chardan Ordinary Shares would be entitled to receive, then the Value of such
Rights shall be determined by the Board of Managers acting in good faith on the
basis of such quotations and other information as it considers, in its
reasonable judgment, appropriate, subject to the Minority Interests’ right to
dispute such determination pursuant to Section 12.7.  With respect to
any interests, securities, assets or consideration that are not publicly traded,
the Value shall be the fair market value of such interest, security, asset or
consideration as determined by the Board of Managers acting in good faith on the
basis of such quotations and other information as it considers, in its
reasonable judgment, appropriate, subject to the Minority Interests’ right to
dispute such determination pursuant to Section 12.7.

     

    “Voting Agreement” means that
certain Voting Agreement by and among the Stern Participants, FlatWorld,
Principals (as defined in the Voting Agreement) and Chardan dated the Effective
Date.

     

    “Warrant Sale Agreement”
shall have the meaning set forth in the
Contribution Agreement.


    
      
         


      

      
        A-13

        
          

        

      

      
         


      

    


    APPENDIX
B

     

    101          Tax Regulatory
Definitions.  The following terms (a) shall have the meaning
ascribed to them in this Section and (b) shall be interpreted in accordance with
the Treasury Regulations.

     

    “Adjusted Deficit Capital Account
Balance” means, with respect to any Member, the deficit balance, if any,
in such Member’s Capital Account as of the end of the relevant Company Fiscal
Year, (1) increased by any amounts which such Member is obligated to restore
under Treasury Regulation Section 1.704-1(b)(2)(ii)(c), or is deemed obligated
to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and
1.704-2(i)(5) of the Treasury Regulations and (2) decreased by the items
described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and
(6).  This definition of Adjusted Capital Account Deficit is intended
to comply with the provisions of Treasury Regulation Sections
1.704-1(b)(2)(ii)(d) and 1.704-2, and will be interpreted consistently with
those provisions.

     

    “Book Value” means with
respect to any asset, the asset’s adjusted basis for federal income tax
purposes, except as follows:

     

    (a)           the
initial Book Value of any asset contributed (or deemed contributed) by a Member
to the Company shall be such asset’s gross fair market value at the time of such
contribution;

     

    (b)           the
Book Value of all Company assets shall be adjusted to equal their respective
gross fair market values at the times specified in Treasury Regulations Section
1.704-1(b)(2)(iv)(f)(5) in the manner described in Treasury Regulations Sections
1.704-1(b)(2)(iv)(f) and (g) unless the Board of Managers determine that such
adjustment is not necessary to reflect the relative economic interests of the
Members;

     

    (c)           if
the Book Value of an asset has been determined or adjusted pursuant to clause
(a), (b) or (d) such Book Value shall thereafter be adjusted by the Depreciation
taken into account with respect to such asset for purposes of computing Profits
and Losses;

     

    (d)           the
Book Value of Company assets shall be increased (or decreased) to reflect any
adjustments to the adjusted tax basis of such assets pursuant to Code Section
734(b) or Section 743(b), but only to the extent that such adjustments are taken
into account in determining Capital Accounts pursuant to Treasury Regulations
Section 1.704-1(b)(2)(iv)(m), provided however, that Book Values shall not be
adjusted pursuant to this subparagraph (d) to the extent that an adjustment
pursuant to subparagraph (b) is required with respect to the transaction;
and

     

    (e)           the
Book Value of any item of Company assets distributed to any Member shall be
adjusted to equal the gross fair market value (taking into account Code Section
7701(g) into account) of such assets on the date of distribution as determined
by the Board of Managers.

     

    “Company Minimum Gain” shall
have the meaning and be determined, in the same manner as “partnership minimum
gain” of the Company pursuant to Treasury Regulations Sections 1.704-2(b)(2) and
1.704-2(d).


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    

     

    “Depreciation” means for each
Fiscal Year of the Company or other period, an amount equal to the depreciation,
amortization or other cost recovery deduction allowable under the Code with
respect to an asset for such year or other period, except that if the Book Value
of an asset differs from its adjusted basis for federal income tax purposes at
the beginning of such year or other period, Depreciation shall be an amount
which bears the same ratio to such beginning Book Value as the federal income
tax depreciation, amortization or other cost recovery deduction for such year or
other period bears to such beginning adjusted tax basis; provided, however, that
if the adjusted tax basis for federal income tax as of the beginning of such
Fiscal Year or period is zero, Depreciation shall be determined with reference
to such beginning Book Value using any reasonable method selected by the
Members.

     

    “Member Nonrecourse Debt”
shall have the meaning, and be determined in the same manner as, “partner
nonrecourse debt” of the Company pursuant to Treasury Regulation Section
1.704-2(b)(4) with respect to a Member.

     

    “Member Nonrecourse Debt Minimum
Gain” shall have the meaning and be determined in the same manner as
“partner nonrecourse debt minimum gain” of the Company pursuant to Treasury
Regulation Sections 1.704-2(i)(2) and 1.704-2(i)(3)

     

    “Member Nonrecourse
Deductions” shall have the meaning, and be determined in the same manner
as, “partner nonrecourse deductions” of the Company pursuant to Treasury
Regulation Sections 1.704-2(i)(1) and 1.704-2(i)(2).

     

    “Member Recourse Deduction”
with respect to a Fiscal Year means a Company loss or deduction with respect to
such Fiscal Year that is attributable (under Code Section 704(b) and the
Treasury Regulations thereunder) to a Company liability that is recourse for
purposes of Treasury Regulations Section 1.1001-2 and a Member or related person
(within the meaning of Treasury Regulations Section 1.752-4(b)) to a Member
bears all or a portion of the economic risk of loss under Treasury Regulations
Section 1.752-2 with respect to such Company liability.

     

    “Nonrecourse Deductions” shall
have the meaning, and be determined in the same manner as, “nonrecourse
deductions” of the Company pursuant to Treasury Regulation Sections
1.704-2(b)(1) and 1.704-2(c).

     

    “Profits and Losses” for a
Fiscal Year (or other period) means the Company’s taxable income or loss for
such Fiscal Year (or other period) determined in accordance with the accounting
methods followed by the Company for federal income tax purposes (for this
purpose all items of income, gain, loss or deduction required to be separately
stated pursuant to Code Section 703(a)(1) shall be included in taxable income or
loss) as determined by the independent certified public accountants employed by
the Company, with the following adjustments:

     

    (a)           any
income of the Company that is exempt from federal income tax and not otherwise
taken into account in computing Profits and Losses shall be added to such
taxable income or loss;

     

    (b)           any
expenditures of the Company described in Code Section 705(a)(2)(B) or treated as
Code Section 705(a)(2)(B) expenditures under Treasury Regulations Section
1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profits
and Losses shall be subtracted from such taxable income or
loss;


    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    

     

    (c)           in
the event the Book Value of any Company asset is adjusted, the amount of such
adjustment shall be taken into account as gain or loss from the disposition of
such asset for purposes of computing Profits or Losses;

     

    (d)           any
gain or loss resulting from any disposition of Company property with respect to
which gain or loss is recognized for federal income tax purposes shall be
computed by reference to the Book Value of such property rather than its
adjusted tax basis;

     

    (e)           in
lieu of the depreciation, amortization, and other cost recovery deductions taken
into account in computing taxable income or loss, there shall be taken into
account Depreciation for such Fiscal Year or other period;

     

    (f)           to
the extent an adjustment to the adjusted tax basis of any Company asset pursuant
to Code Section 734(b) is required, pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
Accounts as a result of a distribution other than in liquidation of a Member’s
interest in the Company, the amount of such adjustment shall be treated as an
item of gain (if the adjustment increases the basis of the asset) or loss (if
the adjustment decreases such basis) from the disposition of such asset and
shall be taken into account for purposes of computing Profits and Losses;
and

     

    (g)           notwithstanding
the foregoing, any items which are specially allocated pursuant to any part of
this Article shall not be taken into account in computing Profits and
Losses.

     

    102         Maintenance of Capital
Accounts.

     

    (a)          Each
Member’s “Capital
Account” shall initially be the amount set forth on Appendix C and, shall
be adjusted as provided in this Appendix B, including
as follows:

     

    (1)          increased
by:

     

    (A)         Profits
allocated to such Member under Section 5.2 and any items in the nature of income
or gain specially allocated to such Members pursuant to this Appendix B;
and

     

    (B)         additional
capital contributions by such Member (whether or not such additional capital
contributions are required to be made by such Member); and

     

    (2)          decreased
by:

     

    (A)         Losses
allocated to such Member under Section 5.2 and any items in the nature of loss
or deduction specially allocated to such Member pursuant to this Appendix B;
and


    
      
         


      

      
        B-3

        
          

        

      

      
         


      

    

     

    (B)         the
amount of Company distributions made to such Member under Section
5.3.

     

    (b)           If
property (other than cash) is contributed (or deemed contributed) by a Member to
the Company after the date of this Agreement, the computation of Capital
Accounts, as set forth in subsection (a) of this section, shall be adjusted as
follows:

     

    (1)           the
contributing Member’s Capital Account shall be increased by the gross fair
market value at the time of contribution of the property contributed to the
Company by such Member (net of liabilities that the Company is considered to
assume, or to which the property is taken, subject under Code Section 752);
and

     

    (2)           the
adjustments required by Section 1.704-1(b)(2)(iv)(g) and Section
1.704-1(b)(4)(i) of the Treasury Regulations (relating to certain adjustments to
reflect book value) shall be made to such Member’s Capital Account.

     

    (c)           If
property (other than cash) is distributed (or deemed distributed) by the Company
to a Member, the following special rules shall apply:

     

    (1)           the
Capital Accounts of the Members shall be adjusted as provided in Section
1.704-1(b)(2)(iv)(e) of the Treasury Regulations to reflect the manner in which
the unrealized income, gain, loss and deduction inherent in such property (that
has not already been reflected in the Members’ Capital Accounts) would be
allocated to such Member if there were a taxable disposition of such property
for its gross fair market value on the date of distribution; and

     

    (2)           the
Capital Account of the Member who is receiving the distribution of property from
the Company shall be charged with the gross fair market value (taking into
account Section 7701(g) of the Code) of the property at the time of distribution
(net of liabilities that such Member is considered to assume, or to which the
property is taken subject, under Code Section 752).

     

    (d)           If
any event set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f)(5)
occurs the Capital Accounts shall be adjusted to reflect the gross fair market
value (taking into account Section 7701(g) of the Code) of the Company’s assets
as such time pursuant to Treasury Regulation Sections 1.704-1(b)(2)(iv)(f) and
(g).

     

    (e)           The
Capital Accounts shall also be adjusted as provided elsewhere in this
Agreement.

     

    103          Loss
Limitation.  The Losses allocated under Section 5.2(c) shall
not exceed the maximum amount of Losses that can be so allocated without causing
any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal
Year.  If some but not all of the Members would have an Adjusted
Deficit Capital Account Balance as a consequence of an allocation of Losses
under Section 5.2(c), the limitation set forth in this Section will be applied
on a Member by Member basis so as to allocate the maximum permissible Losses to
each Member under Treasury Regulations Section
1.704-1(b)(2)(ii)(d).  If all Members have Adjusted Deficit Capital
Account Balances, Losses shall be allocated in accordance with Section
5.2(c).


    
      
         


      

      
        B-4

        
          

        

      

      
         


      

    

     

    104          Changes in
Interests.  If there is an addition, withdrawal or substitution
of, or any other change in the interest of, any Member during the period covered
by an allocation, then subject to any agreement between the Persons affected,
the Profits and Losses and special allocations for the period shall be allocated
among the varying interests consistent with the provisions of Code Section
706(d) and any regulations promulgated thereunder.  If Code Section
706(d) or any regulation thereunder allow alternative methods of allocation, the
Members shall determine, in its sole discretion, which alternative methods to
use in allocating items among the varying interests.

     

    105          Compliance With Treasury
Regulations.  The Members intend and anticipate that the
Company will be treated as a partnership for federal income tax purposes and,
accordingly, the partnership tax provisions of the Code shall apply to the
Company and its Members.  It is the intent of the Members that each
Member’s distributive share of income, gain, loss, deduction, or credit (or item
thereof) shall be determined and allocated in accordance with Article 5 and this
Appendix B to
the fullest extent permitted by Section 704(b) of the Code.  In order
to preserve and protect the determinations and allocations provided for in
Article 5 and this Appendix B, other
than as set forth in Section 5.10, the Members are authorized and directed to
allocate income, gain, loss, deduction, or credit (or item thereof) arising in
any year differently than otherwise provided for in this Appendix B to the
extent that allocating income, gain, loss, deduction, or credit (or item
thereof) in the manner provided for in this Appendix B would
cause the determinations and allocations of each Member’s distributive share of
income, gain, loss, deduction, or credit (or item thereof) not to be permitted
by Section 704(b) of the Code and applicable Treasury
Regulations.  Other than as set forth in Section 5.10, any allocation
made pursuant to this Section shall be deemed to be a complete substitute for
any allocation otherwise provided for in Article 5 and no amendment of this
Agreement or approval of any Member shall be required.  The terms used
in this Appendix
B shall have the same meaning as in such Treasury
Regulations.

     

    106          Only Required
Modifications.  Other than as set forth in Section 5.10, in
making any allocation (the “new allocation”) under this Appendix B, the
Members are authorized to act only after having been advised by the Company’s
independent certified public accountants that, under Section 704(b) of the Code
and the Treasury Regulations thereunder (i) the new allocation is necessary, and
(ii) the new allocation is the minimum modification of the allocations otherwise
provided for in this Appendix B necessary
in order to assure that, either in the then current year or in any preceding
year, each Member’s distributive share of income, gain, loss, deduction, or
credit (or item thereof) is determined and allocated in accordance with this
Appendix B to
the fullest extent permitted by Section 704(b) of the Code and the Treasury
Regulations thereunder.

     

    107          Company Minimum Gain
Chargeback.  If there is a net decrease in Company Minimum Gain
during a Company Fiscal Year so that an allocation is required by Treasury
Regulation Section 1.704-2(f), then each Member shall be specially allocated
items of income and gain for such year (and, if necessary, subsequent Fiscal
Years) equal to such Member’s share of the net decrease in Company Minimum Gain
as determined by Treasury Regulation Section 1.704-2(g)(2), Such allocations
shall be made in proportion to the respective amounts required to be allocated
to each Member thereunder.  Such allocations shall be made in a manner
and at a time which will satisfy the requirements of Treasury Regulation
Sections 1.704-2(f) and 1.704-2(j) and shall be interpreted consistently
therewith.


    
      
         


      

      
        B-5

        
          

        

      

      
         


      

    

     

    108          Member Minimum Gain
Chargeback.  If there is a net decrease in the Member
Nonrecourse Debt Minimum Gain during any Fiscal Year, any Member who has a share
of such Member Nonrecourse Debt Minimum Gain (as determined under Treasury
Regulation Section 1.704-2(i)(5)) shall be specially allocated items of income
or gain for such year (and, if necessary, subsequent Fiscal Years) equal to such
Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain
in the manner and to the extent required by Treasury Regulation Section
1.704-2(i)(4). Such allocations shall be made in proportion to the respective
amounts required to be allocated to each Member thereunder.  Such
allocations shall be made in a manner and at a time which will satisfy the
requirements of Treasury Regulation Sections 1.704-2(i) and 1.704-2(j) and shall
be interpreted consistently therewith.

     

    109          Qualified Income
Offset.  If a Member unexpectedly receives an adjustment,
allocation, or distribution described in Treasury Regulation Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6), any of which causes or increases an
Adjusted Deficit Capital Account Balance in such Member’s Capital Account, then
he will be specially allocated items of income and gain in an amount and manner
sufficient to eliminate such deficit balance created or increased by such
adjustment, allocation, or distribution as quickly as possible; provided,
however, an allocation pursuant to this Section will be made if and only to the
extent that such Member would have an Adjusted Deficit Capital Account Balance
after all other allocations provided for in Article 5 and this Appendix B have been
tentatively made as if this Section were not in the Agreement.

     

    110          Gross Income
Allocation.  In the event a Member has an Adjusted Deficit
Capital Account Balance at the end any Fiscal Year, each such Member shall be
specially allocated items of Company income and gain in the amount of such
Adjusted Deficit Capital Account Balance as quickly as possible; provided,
however, that an allocation pursuant to this Section 110 shall be made only if
and to the extent that such Member would have an Adjusted Deficit Capital
Account Balance after all other allocations provided for in this Appendix B (other
than Section 109) have been tentatively made as if this Section were not in this
Appendix
B.

     

    111          Nonrecourse
Deductions.  Nonrecourse Deductions shall be allocated among
the Members in proportion to their respective Membership
Percentages.

     

    112          Member Nonrecourse
Deductions.  Any Member Nonrecourse Deductions shall be
allocated to the Member who bears the economic risk of loss (within the meaning
of Treasury Regulations Section 1.752-2) with respect to the Member Nonrecourse
Debt to which such Member Nonrecourse Deductions are attributable in accordance
with and as required by Treasury Regulation Section 1.704-2(i)(1).

     

    113          Member Recourse
Deductions.  Member Recourse Deductions for any Fiscal Year
shall be allocated to the Members in proportion to their respective economic
risk of loss under Treasury Regulations Section 1.752-2 with respect to the
underlying Company liability.  To the extent that a Member shall be
allocated a deduction pursuant to this Section 113 in a Fiscal Year, such Member
shall be allocated Company income and gain (other than amounts required to be
specially allocated pursuant to other provisions hereof) in the next Fiscal Year
(and, if necessary, for subsequent Fiscal Years) until such allocation is
reversed.


    
      
         


      

      
        B-6

        
          

        

      

      
         


      

    

     

    114           Curative
Allocations.  The Members intend that any allocations under
Sections 107, 108, 109, 111 and 112 of Appendix B shall,
over the term of the Company, be fully offset by other allocations pursuant to
such provisions. If the Members are required by Sections 105, 107, 108, 109,
110, 111 or 112 of this Appendix B to make
any new allocation in a manner other than as provided for in this Article
without regard thereto, then the Members are authorized and directed, insofar as
it is permitted to do so by Section 704(b) of the Code, to allocate income,
gain, loss, deduction, or credit (or item thereof) arising in the current Fiscal
Year (or subsequent Fiscal Years, if necessary) in such manner so as, over the
term of the Company, to bring the proportions of income, gain, loss, deduction,
or credit (or item thereof) allocated to the Members as nearly as possible to
the proportion otherwise contemplated by this Article without regard thereto;
provided, however, that Nonrecourse Deductions shall not be taken into account
except to the extent that there has been a reduction in Company Minimum Gain and
Member Nonrecourse Deductions shall not be taken into account except to the
extent that there has been a reduction in Member Minimum Gain and provided
further that such Nonrecourse Deductions and Member Nonrecourse Deduction shall
not in any event be taken into account to the extent that the Members reasonably
determine that such allocations are likely to be offset by subsequent
allocations under Sections 107 or 108 of this Appendix
B.

     

    115           Advice of
Accountants.  Allocations made by the Members under this
Article in reliance upon the advice of the Company’s independent certified
public accountants shall be deemed to be made pursuant to the fiduciary
obligation of the Members to the Company and the Members.

     

    116           Section 754
Election.  If an adjustment to the adjusted tax basis of any
Company asset under Code Section 734(b) or Code Section 743(b) is required,
pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into
account in determining Capital Accounts, the amount such adjustment to the
Capital Accounts shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment decreased such
basis).  Such gain or loss shall be specially allocated to the Members
in a manner consistent with the manner in which their Capital Accounts are
required to be adjusted pursuant to such section of the Treasury
Regulations.

     

    117           Interest
on Loans from a Member.  If any Member makes a loan to the
Company, then any item of interest expense, including any interest imputed under
Code Sections 7872, 483, or 1271 through 1288 attributable to such loan shall be
allocated solely to the Member who made such loan and shall be charged to its
Capital Account and the amount of such interest income shall not be considered a
capital contribution by such Member for purposes of computing its Capital
Account.


    
      
         


      

      
        B-7

        
          

        

      

      
         


      

    


    118           Section
704(c) Allocations.  
Income, gain, loss or deduction with respect to any property contributed by a
Member shall, solely for tax purposes, be allocated among the Members, to the
extent required by Code Section 704(c) and the related Treasury Regulations, to
take account of the variation between the adjusted tax basis of such property
and its Book Value at the time of contribution to the Company.  If the
Book Value of any Company property is adjusted as provided in Treasury
Regulation Section 1.704-1(b)(2)(iv), subsequent allocations of income, gain,
loss and deduction and the Book Value of such property shall be adjusted as
provided in Code Section 704(c) and the related Treasury
Regulations.  Except as required by Section 120, the Company shall use
the “traditional method” under Treasury Regulations Section 1.704-3(b) with no
curative or remedial allocations for purposes of making the required allocations
under Code Section 704(c).  Allocations under this subsection are
solely for purposes of federal, state and local taxes and shall not affect, or
in any way be taken into account in computing, any Member’s Capital Account or
share of Profits, Losses, or other items or distributions under any provision of
this Agreement.

     

    119           Share of Excess Nonrecourse
Liabilities.  For purposes of calculating the Members’ shares
of “excess nonrecourse liabilities” of the Company (within the meaning of
Treasury Regulation Section 1.752-3(a)(3)), the Members intend that they be
considered as sharing profits of the Company in proportion to their respective
Membership Percentages.

     

    120           Warrant or Options.
If the Company issues a noncompensatory option (within the meaning of Proposed
Treasury Regulations Sections 1.721-2(d) and 1.761-3(b)(1)) to acquire an
interest in the Company, the Capital Accounts of the Members shall be adjusted
in the manner provided in Proposed Treasury Regulations Section
1.704-1(b)(2)(iv)(s) as if such regulations applied to the option. Upon the
exercise of such a noncompensatory option or the conversion (or deemed
conversion) of Series A Preferred Units or Series B Preferred Units into Common
Units, the Company shall comply with the rules set forth in Proposed Treasury
Regulations Section 1.704-1(b)(2)(iv)(s) including amending the Agreement to
provide for corrective allocations, if necessary, pursuant to Proposed Treasury
Regulations Section 1.704-1(b)(2)(iv)(s)(4) and Proposed Treasury Regulations
Section 1.704-1(b)(4)(x) as if such regulations applied to the option or the
conversion of one class of Units into another class of
Units.  Notwithstanding anything in this Section 120 to the contrary,
if temporary or final Treasury Regulations relating to the treatment of
non-compensatory options or the conversion of one class of membership interest
into another are promulgated, the Company shall comply with such regulations and
amend this Agreement accordingly.


    
      
         


      

      
        B-8

        
          

        

      

      
         


      

    


    APPENDIX
C

     

    SWORDFISH
ACQUISITION LLC

     

    Membership
Interests

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Name and Addresses

                                      	 	
                                        Common

                                        Units

                                      	 	 	
                                        Series A

                                        Preferred Units

                                      	 	 	
                                        B1

                                        Interests

                                      	 	 	
                                        B2

                                        Interests

                                      	 	 	
                                        B3

                                        Interests

                                      	 	 	
                                        B4

                                        Interests

                                      	 	 	
                                        B5

                                        Interests

                                      	 	
                                        Capital

                                        Contribution

                                      	 	
                                        Membership

                                        Percentages

                                      	 	
                                        Initial Capital

                                        Account 1

                                      	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 
      	 	 
      	 
	
                                        Chardan
      2008 China

                                        Acquisition
      Corp.

                                        c/o
      Chardan Capital LLC

                                        474
      Three Mile Road

                                        Glastonbury,
      CT 06033

                                        Attn:  Dan
      Beharry

                                        Facsimile:  (281)
      644 5751

                                        email:

                                        dbeharry@chardancapital.com

                                      	 	
                                        ______

                                      	2 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	
                                        $_______

                                      	 	 
      	 	 
      	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 
      	 	 
      	 
	
                                        Professional
      Title and Abstract Company of Florida, Inc.

                                        9000
      South Pine Island Road

                                        Suite
      400

                                        Plantation,
      FL 33324

                                        Attn:  David
      J. Stern, Esq.

                                        Facsimile:  (954)
      648-5228

                                        email: djstern@att.blackberry.net

                                      	 	 	1,200,000	 	 	 	1,666,667	 	 	 	596,666	 	 	 	596,666	 	 	 	646,667	 	 	 	646,667	 	 	 	646,667	 	
                                        Description
      of property

                                      	 	 
      	 	 
      	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 
      	 	 
      	 
	
                                        FlatWorld
      DAL LLC

                                        c/o
      FlatWorld Capital LLC

                                        666
      Third Avenue, 15th
      Floor

                                        New
      York, New York 10017

                                        Attn:  Jeffrey
      A. Valenty

                                        Facsimile:  (212)
      796-4002

                                        email: valenty@flatworldcapital.com

                                      	 	 	1,498,500	 	 	 	0	 	 	 	153,181	 	 	 	153,181	 	 	 	153,181	 	 	 	153,181	 	 	 	153,181	 	
                                        Description
      of property

                                      	 	 
      	 	 
      	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          


      

    

    
      1 Upon the
admission of the Stern Participants and Chardan, the Members agree that each
Member’s initial Capital Account balance shall be equal to the value of such
Member’s Units, computed as follows:  The value of the DAL Warrants
and DAL Options issued to Chardan will be equal to the valuation determined for
fair value accounting purposes, unless otherwise agreed to by the
Members.  The Series A Preferred Units will be valued at $25 million
in the aggregate.  A Common Unit will have a value equal to the cash
capital contribution made by Chardan minus the value of the DAL Warrants and DAL
Options issued to Chardan, divided by the number of Common Units issued to
Chardan.  The value of a Series B Preferred Unit will be the same as a
Common Unit.

    

      
      2 Equals
number of shares of Chardan Ordinary Shares outstanding.

    

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    	
                            Name and Addresses

                          	 	
                            Common

                            Units

                          	 	 	
                            Series A

                            Preferred Units

                          	 	 	
                            B1

                            Interests

                          	 	 	
                            B2

                            Interests

                          	 	 	
                            B3

                            Interests

                          	 	 	
                            B4

                            Interests

                          	 	 	
                            B5

                            Interests

                          	 	
                            Capital

                            Contribution

                          	 	
                            Membership

                            Percentages

                          	 	
                            Initial Capital

                            Account 1

                          	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 
      	 	 
      	 
	
                            Fortuna
      Capital Partners LP

                            c/o
      FlatWorld Capital LLC

                            666
      Third Avenue, 15th
      Floor

                            New
      York, New  York 10017

                            Attn:  Jeffrey
      A. Valenty

                            Facsimile:  (212)
      796-4002

                            email: valenty@flatworldcapital.com

                          	 	 	1,500	 	 	 	0	 	 	 	153	 	 	 	153	 	 	 	152	 	 	 	152	 	 	 	152	 	
                            Description
      of property

                          	 	 
      	 	 
      	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                            Totals

                          	 	 	[11,866,666	]	 	 	1,666,667	 	 	 	750,000	 	 	 	750,000	 	 	 	800,000	 	 	 	800,000	 	 	 	800,000	 	 
      	 	 
      	 	 
      	 


                  

                

              

            

          

        

      

    

     

    
 

    
      
         


      

      
        C-2